SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                         FORM 10-KSB A/2
                          ANNUAL REPORT
               PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
             For the fiscal year ended June 30, 1998
                                
                 Commission file number 0-15415
                                
                       GLOBAL CASINOS, INC
     (Exact Name of Registrant as Specified in its Charter)
                                
                 Utah                        87-0340206
     (State or other jurisdiction            I.R.S. Employer
     of incorporation or organization)       Identification number
                                
5373 North Union Blvd, Suite 100, Colorado Springs, Colorado     80918
        (Address of Principal Offices)                         (Zip Code)
                                
Registrant's telephone number, including area code:     (719) 590-4900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, par value $0.05
                        (Title of Class)

      Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [ X ]  No [  ]

      Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part  III  of
this Form 10-KSB or any amendment to this Form 10-KSB.   [ X ]

The Registrant's revenues for the year ended June 30, 1998 were
$11,524,348.

As of November 1, 1998, the aggregate market value of the
Common Stock of the Registrant based upon the average of the
closing bid and asked prices of the Common Stock, as quoted on
NASDAQ, held by non-affiliates of the Registrant was approximately
$1,815,424.

As of November 1, 1998, 1,504,519 shares of Common Stock of the
Registrant were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

     The Registrant incorporates by this reference the following:

     PART III

     Item 9    Directors, Executive Officers, Promoters and Control Persons,
               Compliance with Section 16(a) of the Exchange Act.

     Item 10   Executive Compensation.

     Item 11   Security Ownership of Certain Beneficial Owners and Management.

     Item 12   Certain Relationships and Related Transactions.

     The foregoing are incorporated by reference from the
     Registrant's definitive Proxy Statement relating to its
     annual meeting of stockholders.

     PART IV - EXHIBITS

     1.   Incorporated by reference from the Company's Registration
          Statement on Form 10, as amended, SEC file number 0-15415.

     2.   Incorporated by reference from the Company's Registration
          Statement on Form S-2, as amended, SEC File No. 33-46060,
          declared effective May 15, 1992.

     3.   Incorporated by reference from the Company's Registration
          Statement on Form S-8, filed with the Commission and effective
          December 8, 1995.

     4.   Incorporated by reference from the Company's Registration
          Statement on Form SB-2, as amended, SEC File No. 33-76204,
          declared effective August 12, 1994.

     5.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated July 15, 1995, as filed with the Commission on
          July 31, 1995, as amended on Form 8-K/A-1 filed with the
          Commission on August 31, 1995;

     6.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated November 19, 1993, as filed with the
          Commission on December 3, 1993;

     7.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated February 18, 1994, as filed with the
          Commission on March 3, 1994;

     8.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated April 29, 1994, as filed with the Commission
          on May 13, 1994;

     9.   Incorporated by reference from the Company's Current Report
          on Form 8-K, dated June 3, 1994, as filed with the Commission on
          June 10, 1994;

     10.  Incorporated by reference from Casinos U.S.A., Inc.'s
          Corrected Second Amended Disclosure Statement, dated September
          16, 1996, as filed with the Commission on October 31, 1996;

     11.  Incorporated by reference from the Company's Current Report
          on Form 8-K, dated August 1, 1997, as filed with the Commission
          on August 14, 1997;

     12.  Incorporated by reference from the Company's Current Report
          on Form 10KSB, dated October 7, 1997, as filed with the
          Commission on October 14, 1997;

     13.  Incorporated by reference from the Company's Amended Report
          on Form 8-K, dated October 7, 1997, as filed with the Commission
          on October 14, 1997; and

     14.  Incorporated by reference from the Company's Current Report
          on Form 8-K, dated June 11, 1998, as filed with the Commission on
          June 15, 1998; as Amended June 11, 1998, and filed with the
          Commission on July 7, 1998.

PART I

ITEM 1.   DESCRIPTION OF BUSINESS
          
Overview

     Global Casinos, Inc. (the "Company" or "Global Casinos") and
its wholly-owned subsidiaries operate in the rapidly developing and
expanding domestic and international gaming industry. The Company is
organized as a holding company for the purpose of acquiring and
operating casinos, gaming properties and other related interests.

History

     Global Casinos, Inc. was organized under the laws of the
State of Utah on June 8, 1978.  From 1978 until February, 1994,
it manufactured and marketed under the  name Morgro Chemical
Company a line of garden fertilizers and chemicals, as well as a
retail ice melter.

     In the fall of 1993, the Company embarked upon a plan to
acquire and develop casino properties both nationally and
internationally.  On September 20, 1993, the Company acquired 100%
of the outstanding common stock of Colorado Gaming Properties, Inc.,
a Colorado corporation ("CGP").  CGP owned two real estate properties
located in the limited stakes gaming district in Central City, Colorado.
The properties, The Nitro Club and The Gas Light, were never operational
under the Company,and were foreclosed upon in June, 1996.

     On  November 19, 1993, the Company acquired 100% of the outstanding
common stock of Casinos U.S.A.,  Inc., a Colorado corporation
("Casinos  U.S.A."), Lincoln  Corporation, a South Dakota corporation
("Lincoln"), and Woodbine Corporation, a South Dakota  corporation
("Woodbine") in exchange for 253,500  of the Company's common stock.
Casinos U.S.A. owns and operates the Bull Durham Saloon and Casino
("Bull Durham") located in Black Hawk,Colorado.   Lincoln and Woodbine
operated the Last Chance Saloon and Lillie's, respectively, both located
in Deadwood, South Dakota.  The Company permanently closed the Last Chance
Saloon on May 31, 1994 and Lillie's on June 30, 1995 due to unprofitable
operations.

     The  Company also acquired Casinos U.S.A.'s 80% interest in an
international joint venture ("IJV"), which it operated through a newly
formed  subsidiary, Global Casinos International, Inc. ("Global
International).  Global International developed and operated Casino
Lazurnaya located in the four-star Hotel Radisson Lazurnaya in Sochi,
Russia, and Casino Las Vegas located on the second floor of the
Restaurant Naryn in Bishkek, Kyrgyzstan.

     In February 1994, the Company sold all of the assets, subject
to all of the liabilities, of Morgro Chemical Company to a management
group. The Company received approximately $854,000 in cash and
promissory notes, and the purchasers assumed approximately  $1,200,000
in liabilities.  The purchase price represented the net book value of
the assets disposed of in excess of the liabilities assumed.

     In April 1994, the Company successfully purchased for $1,381,274
cash a 66-2/3% interest in Global Entertainment Group,Inc.  N.V.
("Global Entertainment").  Global Entertainment is a holding company
which, through BPJ Holdings N.V., its wholly-owned subsidiary, owns and
operates Casino Masquerade located in the Radisson Aruba Resort and Casino
on the Caribbean island of Aruba, Netherlands Antilles.

     Effective July 15, 1995, the IJV was dissolved and the Company
assigned its interest in the Casino Lazurnaya to its IJV partner.
In exchange, the Company received the IJV partner's 61% profit  interest
in Casino Las Vegas; the remaining  33-1/3% interest in Casino Masquerade;
and a promissory note in the amount of $200,000, secured by 20,000 shares
of Global Casinos common stock.

     In July 1996, the Company formed a subsidiary, Global Internet
Corporation  ("Global Internet"), to explore opportunities to develop and
operate one or more sites on the World Wide Web, with an initial focus on
entertainment and non-commercial gaming sites.  The Company loaned $325,000
to Global Internet in exchange for a 10% promissory note, and provided
approximately $60,000 in working capital advances.  Subsequently, management
became aware that Internet gaming could impair the Company's Colorado state
gaming license and consequently initiated actions to divest itself of its
investment in Global Internet.  The Company entered into negotiations with
First Entertainment, Inc. ("FEI") to acquire the Company's investment
in Global Internet.

     The Company and FEI entered into an agreement in May 1997 whereby the
Company sold 1,500,000 of its 1,750,000 common shares of  Global Internet,
in exchange for 1,500,000 FEI warrants.  The warrants allow the Company to
purchase 1,500,000 shares of FEI common shares at $1.25 per share for a
period of five years.  The Company also sold its convertible promissory
note, advances and interest receivable of $375,000 for 30,000 shares of
FEI Class B Preferred Stock with a face value of $12.50 per share,
convertible into FEI common shares at $1.25 per share.

     FEI is a thinly capitalized and thinly traded public entity, which
raised management's concerns about the Company's ability to realize its
investment in Global Internet.  Consequently management determined that
it would be appropriate for the Company to fully expense its investment
in Global Internet during the quarter ended June 30, 1997.

     Effective  August 1, 1996, the Company, through its  wholly-owned
subsidiary, Global Pelican, entered into a cancelable Management and
Operating Lease Agreement (the "Pelican Agreement") with a third party,
whereby Global Pelican agreed to lease and operate the Pelican Casino,
located on the island of St. Maarten.  The original term of the lease
was for five years, with options to renew for three additional five-year
terms.  The Pelican Agreement provided that Global Pelican would also
purchase the equipment utilized at the casino for  $225,000 in exchange
for a note payable, subject to the owner providing clear title  to the
equipment.  The Pelican Agreement states that until the equipment liens
and encumbrances are released, Global Pelican has the right to terminate
the Pelican Agreement.  At June 30,1998, the equipment remains subject to
liens and encumbrances, and Global Pelican is renegotiating the lease
and equipment purchase with the lessor.

     On  August  1,  1997, the Company, through its wholly-owned subsidiary,
Global Alaska, acquired all the outstanding shares of stock of Alaska Bingo
Supply ("ABS").  ABS is located in Anchorage, Alaska, and is primarily
engaged in the distribution of  a full line of bingo related products.
The purchase price of $4,400,000  consisted of $400,000 cash and a
$4,000,000  8% convertible promissory note collateralized by shares of ABS
common stock held by the Company.

     In order to fund the acquisition, the Company borrowed $350,000 from
third parties and $75,000 from a related party. The promissory notes are
collateralized by a note receivable of the Company.  Interest on $200,000
of the promissory notes, which were paid in full during fiscal year 1998,
was at 24% and interest on the remaining $225,000 (including the related
party note) is at 12%.  The remaining notes were due April 1998, but
were extended through February 1999.

     Effective March 31, 1998, the remaining principal balance due under
the $4,000,000 promissory note of $3,853,290 and accrued interest of $15,202
were converted into  (i) 340,329 shares of the Company's Series B Convertible
Preferred Stock ("Series B Preferred Stock), and (ii) a convertible promissory
note in the principal amount of $450,000 (the "Second Note") due in September
2004 and bearing interest at 8%.  Principal payments on the Second Note do not
commence until all the shares of the Series B Preferred Stock have been
redeemed.  Each share of Series B Preferred Stock is convertible, at the
option of the holder, into one share of the Company's common stock at any time
commencing the earlier of (i) one year from the date of issue  or (ii) upon
the effective date of a registration statement registering the shares of the
Company's common stock issuable upon such conversion for sale.  No more than
311,550 shares of common stock may be converted without the approval of the
Company's shareholders.

     The  Company has the option, but not the obligation, to redeem all or
any portion of the Series B Preferred Stock at a redemption price of
$10.00 per share.  Holders of the Series B Preferred Stock are entitled
to receive an annual dividend payable at the rate of 8% per annum.  For
the year ended June 30, 1998, the Company redeemed 11,151 shares of
Series B Preferred Stock and paid $54,166 of dividends.

     In  January  1998, the Company, through its wholly-owned subsidiary,
Destination Marketing Services ("DMS"), acquired certain assets, net of
liabilities, of a Colorado Springs, Colorado travel services company, in
exchange for $10,000 cash and a $69,000 10% note payable, due in 1999.

     In March 1998, the Company closed Casino Masquerade for operations
due to the hotel in which it is located being closed for extensive repairs
and improvements.  In April 1998, the Company reached a settlement agreement
with the lessor of the casino space.  The lessor agreed to pay $250,000 in
payroll costs during the closure of the casino; make available $500,000
commencing August 1998 in the form of two promissory notes of $250,000
bearing interest at 9% and payable one year from the date of issuance;
and provide approximately $1,500,000 towards casino improvements.  In
addition, a new ten-year lease agreement was negotiated, with base
rents escalating from  $1,000,000 to $1,200,000 annually after the first
five years of the lease term.  Rent payments were to commence when the hotel 
and casino reopened, which is estimated to be in fiscal year 1999.

     The Company determined that it was unable to obtain funding necessary
to meet certain provisions of the new lease agreement, which included
$750,000 to be deposited in  an escrow account until the casino was open
for operations, and approximately $2,000,000 in casino improvements and
equipment purchases.   The Company is currently renegotiating the settlement
with the lessor.  The Company reassessed the carrying value of the leasehold
and contract rights associated with the property.   The present value of
estimated future cashflows associated with the assets is considered to be
approximately $888,200.  Consequently, the Company recognized an impairment
of $746,500 of those assets during the year ended June 30, 1998.

International Gaming Interests

     Casino Las Vegas:  Bishkek, Kyrgyzstan

     Through the IJV, the Company's subsidiary, Global International,
developed and operated the Casino Las Vegas located in the Naryn
Restaurant, in Bishkek, Kyrgyzstan.  Global International  held a
sixty-one percent profit interest in the Casino Las Vegas.  Casino
Las Vegas was operated under a lease with the Naryn Restaurant with
the restaurant owner retaining the remaining thirty-nine percent
profit interest.

     During fiscal year 1998, the government of Kyrgyzstan
implemented a significant change in its taxation  policy which
management determined would be severely detrimental to the ongoing
operations of Casino Las Vegas.  Consequently, in April of 1998
Global transferred its profit interest to its IJV partner for assumption
of liabilities.  This resulted in a loss of approximately $221,000.

     Casino Masquerade:  Aruba Netherland Antilles

     The Company, through its wholly-owned subsidiary Global
Entertainment, began operating the Casino Masquerade in April
1994.  The casino is located in the Radisson Aruba Resort and
Casino on the Caribbean island of Aruba, Netherlands Antilles.

     During February 1998, Global was notified that the resort
would close effective March 1, 1998, for extensive remolding
which would cause a relocation of the casino area.  The  Company
entered into a settlement agreement which included a cash deposit
of  $750,000, and procurement of new equipment estimated to cost
in excess of $2,000,000.  The Company is currently in default and
is  negotiating a revised settlement agreement. In light of these
negotiations, the carrying value of leasehold and contract rights
was reduced by $746,500 as of June 30, 1998.

     Pelican Casino:  St. Maarten, Netherlands Antilles

     The Company, through its subsidiary Global Pelican, has
operated the Pelican Casino, located on the island of St. Maarten,
since August 1996.

Domestic Gaming Interests

     Bull Durham Saloon and Casino:  Black Hawk, Colorado

     The Company, through its wholly-owned subsidiary Casinos
U.S.A., owns and operates the Bull Durham Saloon and Casino  (the
"Bull  Durham") located in Black Hawk, Colorado.  The Bull Durham
commenced gaming operations in February 1993 as a Class B Gaming
Casino, which limits the casino to four (4) gaming tables and fewer
than two hundred fifty (250) slot machines.  Under limited stakes
gaming regulations in Colorado, maximum wagers are limited to $5.00
per bet.  The Bull Durham operates under a gaming license issued
to the Company.

     In  October 1995, Casinos U.S.A. filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code as it was
in default under all of its secured obligations encumbering the
Bull Durham Saloon and Casino.  In January  1997, the Court
approved the Debtor's Second Amended Plan of Reorganization.

Employees

     The corporate offices of Global Casinos are currently managed
by  two  full-time employees:  Stephen  G.  Calandrella, President
and Barbara G. Chacon, Chief Financial Officer.

     Casino Masquerade had operated with approximately 80 employees.
Although the casino was closed for operations, Aruban labor union law
and provisions of the settlement agreement stipulate employees be
retained and compensated until the casino is reopened.

     The Pelican Casino is managed by Mr. Dale Sterner, previously
the manager of Casino Las Vegas.  The casino currently operates with
approximately 50 full-time employees.

     Bull Durham Saloon and Casino is managed by Mr. Daniel Scherer.
The Bull Durham currently employs 20 persons.   During the peak summer
season, employment typically increases by a total of 15 employees.

     Mr. John Lopez is the president of Alaska Bingo Supply.  ABS
employs 7 full-time employees.

Consultants

     The Company relies upon the services of independent consultants,
including its local accountants and local attorneys in the jurisdictions
in which the Company holds or plans to develop its international gaming
interests.

Competition

     International

     There are numerous national and international corporations
and entities engaged in the business of attempting to develop
casinos throughout the world.  There are currently eight casinos
on the island of St. Maarten, Netherlands Antilles.  Caribbean
resort islands have few barriers to entry of new participants in
the gaming business.  The Company expects that it will have to
operate competitively in these markets and to respond to challenges
from competitors that have substantially greater financial and
personnel resources than the Company.

     Domestic

     Competition in the gaming industry in the United States is
intense.  There are numerous competitors engaged in the same
business as the Company, and the Company's operations also
compete with other forms of gaming activities, such as Bingo,
Lotto, table games, sports betting and pari-mutuel wagering.
Competition in Black Hawk, Colorado is particularly intense as
competitors are in very close proximity to the Company's operations,
with new competitors entering the market.  There can be no  assurance
that the Company can obtain the resources necessary to compete
successfully in the industry or that the Company can operate profitably
given the existing level of competition.

     Charitable bingo is currently the sole form of legalized
gaming in Alaska.  With an approximate 30% market share, ABS is
the largest distributor of bingo products in the state. ABS has a
strong operating history and reputation with product suppliers
and end-users, which allows it to compete effectively with
telemarketers that have lower operating costs.  Recently, there
has been a push to allow video lotteries as a form of gambling.
Video lotteries would have a definite impact on the operations of
ABS's customers, although management is uncertain how it would
impact ABS operations.

Regulation

     International

     Gaming establishment  ownership and operation in foreign
jurisdictions are generally regulated by local authorities.  In
virtually all jurisdictions, the Company is required to obtain  a
Certificate of Authority to conduct business in that jurisdiction,
as well as numerous licenses, including gaming, tax, and liquor licenses.

     In each jurisdiction in which the Company has an opportunity
to develop  a casino, the Company consults with local officials
and advisors, including attorneys, accountants, bankers and other
professionals whose services are or will be retained in order to
ensure that the Company complies with all applicable  regulatory
requirements.

     Domestic

     Ownership and operation of gaming establishments are extensively
regulated by states in which such activities are permitted.  Colorado
has adopted numerous statutes and regulations covering limited stakes
gaming operations.  Existing regulation includes various aspects of
the gaming industry, including ownership, operation and employment in
all limited stakes gaming operations, taxation of revenues and
regulation of equipment utilized in connection with such activities.
Virtually all aspects of ownership and operation of gaming facilities
require licensing by the state.  Operators, machine manufacturers
and distributors, employees and retailers are all subject to
extensive investigation and regulation prior to licensing to
engage in gaming activities.  The procedure for obtaining these
licenses is time consuming and costly.

     Because the Company is a publicly traded corporation, each
of the officers, directors and shareholders owning 5% or more of
the equity interest must be approved under existing statutes and
regulations.  The criteria established in determining the ability
to conduct such operations include financial history, criminal
record and character, in addition to satisfaction of application
procedures set forth in the existing regulations.  As a result of
these regulations,  any investor in the company who becomes a
holder of 5% or more of the Company's common stock may be required
to submit to a background investigation, provide personal financial
statements, and respond to inquiries from gaming regulators in
accordance with licensing procedures.  Such restrictions may discourage
acquisition of large blocks of the Company's common stock and could
also depress the price of the stock.

     Under current regulations promulgated by the Colorado
Limited Gaming Commission (the "Gaming Commission"), no gaming
licensee may issue shares except in accordance with Colorado
gaming laws and regulations; and any such issuance will be
ineffective and such stock shall not be deemed issued until
compliance is obtained; no shares of the licensee may be transferred
except in accordance with Colorado Gaming Laws and regulations;
and  if  the Gaming Commission determines that a holder of a
licensee's securities is unsuitable, the licensee or a suitable
person must, within sixty days, purchase such securities at the
lesser of the unsuitable person's investment or the current market
price of such securities.   Any person who becomes a beneficial
owner of five percent or more of the Company's common stock must
notify the Division of Gaming within ten days after such person
acquires such securities and must provide such additional information
and be subject to a finding of suitability as required by the Division
of Gaming Commission.  The Company must notify each person who is
subject to this regulation of its requirements as soon as it becomes
aware of the acquisition.   The same regulations apply to any person
who becomes a beneficial owner of more than ten percent of any other
class of voting securities of the Company.

     Existing federal and state regulations may also impose civil
and criminal sanctions for various activities prohibited in connection
with gaming operations.  State statutes and regulations also prohibit
various acts in connection with gaming operations, including false
statements on applications and failure or refusal to obtain necessary
licenses described in such regulations.  Violation of any of these
existing or newly adopted regulations may have a substantial adverse
effect on the operations of the Company and its subsidiaries.

     ABS's operations are regulated by the Alaska Department of
Revenue's gaming unit.  Regulations, which can change annually,
provide guidance on license requirements for distributors like
ABS, as well as operational requirements for the charitable
organizations.

     Liquor License

     The Company has been granted a casino tavern license issued
under the Colorado Liquor Code for the Bull Durham.  As revised
in 1993, the Colorado Liquor Code now includes a casino tavern
license issuable to duly licensed and operating limited gaming
casinos.

Taxation

     International

     Jurisdictions in which the Company has the opportunity to
develop casino operations generally impose a tax on revenues and
income generated from gaming activities.  The Company consults
with local tax professionals, as well as international tax
professionals in the United States, for the purpose of becoming
familiar  with jurisdictional tax laws and determining the most
efficient and profitable manner to conduct its operations.

     Domestic

     Net profits derived from the operations of the Company and
its subsidiaries are subject to taxation at both the federal and
state levels.  Colorado imposes a variable tax on "adjusted gross
proceeds", which includes the total amount of all wagers made by
players less all payments received by such players.  With  regard
to games of poker, adjusted gross proceeds means any sums wagered
in the poker hand which may be retained by the operator of the
gaming establishment.   The  tax ranges from two percent to eighteen
percent of adjusted gross proceeds ranging from $2,000,000 to
proceeds in excess of $5,000,000.  In addition, the city of Black Hawk
and the state of Colorado assess "device fees" on each gaming unit
utilized in a casino.

     ABS pays a monthly 3% tax on profits from pull tab sales.
Profit is defined as the percentage of profit made by vendors on
each pull tab.  ABS is reimbursed by the vendors for the tax
through its regular product invoicing.

     Regulations affecting the operations of the Company's limited
gaming business are subject to change by the respective regulatory
authorities.  Accordingly, there can be no assurance that there
will not be enacted future amendments to regulations, which materially
and adversely affect the business and profitability of the Company.

Service Marks

     The  Company has received a Certificate of Registration from
the United States Patent and Trademark Office of its Service Mark
"Global  Casinos,  Inc.", which includes both the name and the
Company's logo as federally protected service marks for use in
connection with the Company's business.

     Although the Company regards service marks as valuable assets
and would vigorously defend service marks against infringements,
it does not believe that the failure to obtain service mark
registrations for which it may apply, or the infringement by another
entity of existing service marks, would have a material adverse effect
on the Company.

Seasonality

     International

     St. Maarten is an independent nation comprising part of the
Netherlands Antilles along with Curacao and Bonnaire.  The islands
have experienced accelerated international recognition as a premier
Caribbean resort destination, hosting millions of tourists  each
winter season.  An advantage gained by the Company in acquiring
the casinos in the Caribbean is the counter-cyclic effect that its
high winter season has with the Company's domestic operations.
Typically, Caribbean destination resorts experience the highest
concentration of tourism from December through April of each year.

     Domestic

     The  Company's casino in Colorado experiences a significant
increase in tourist traffic which occurs from May through September.
Based on historical precedent, the Bull Durham generally performs
at least on a "break-even" basis during the winter months.

     ABS's operations are strongly influenced by the amount of
daylight and snow received.  Due to its location, Alaska endures
extreme fluctuations in the amount of sunshine it receives,
ranging from virtual total daylight in the summer months to no
light in the  winter months.  In addition, the state receives
significant snowfall in the winter that does not melt due to the
lack of sunshine.   Consequently, ABS's operations are the strongest
from September through April when people do not tend to be outdoors..

ITEM 2.   DESCRIPTION OF PROPERTY

Corporate Offices:  Colorado Springs, Colorado

     During fiscal year 1998, the Company's corporate headquarters
were relocated to Colorado Springs, Colorado, where the Company
is sharing office space with an affiliate.  These facilities are
believed by the Company to be suitable and adequate to meet the
Company's needs for the foreseeable future.  The Company is
currently not paying rent, but is negotiating lease terms with
the affiliate.  The Company continues to lease its previous office
space under a noncancelable operating lease expiring in September 1999.

Casino Las Vegas:  Bishkek, Kyrgyzstan

     The Company had operated the Casino Las Vegas on the second
floor of the Naryn Restaurant located in Bishkek, Kyrgyzstan.
The casino opened in July 1994, and occupied 4,000 square feet.
It contained eighteen slot machines, three black jack tables,
three Caribbean Stud poker tables, one Let it Ride table, and two
roulette wheels.  The agreement to operate the casino had a term
of twenty years, expiring on April 12, 2013.

     In April of 1998, due to a major change in taxation policy,
Global transferred its profit interest to its Joint Venture
Partner for assumption of liabilities.  This resulted in a loss
of approximately $221,000.

Casino Masquerade:  Aruba, Netherland Antilles

     The Casino Masquerade is located in the Radisson Aruba
Caribbean Resort and Casino on the Caribbean resort island of
Aruba, Netherlands Antilles.  The Aruba Caribbean Resort and
Casino (the "Hotel") is owned by the Dutch Hotel and Casino
Development Corporation N.V., an Aruba corporation ("Dutchco"),
which holds a gaming permit issued by the Nation of Aruba
authorizing it to operate a gaming casino on the premises.  Under
the authority of its gaming license, Dutchco leased the casino to
Global Entertainment, which operated the casino under an
operating lease, which was to expire in December 2002, with an
option to renew for 10 years.

     The  Casino had been fully operational since December, 1993,
when extensive renovations to the Hotel were  completed.  Operations
consisted of one hundred fifty-five slot machines, six black jack
tables, two roulette wheels, two Caribbean Stud tables, three
Let it Ride tables, and one craps table.  The casino also served
liquor and provided a limited food service.

     During February 1998, Global was notified that the resort
would close  effective March 1, 1998, for extensive remolding
which would cause a relocation of the casino area.  The Company
entered  into a settlement agreement with Dutchco, but defaulted
on certain provisions of the agreement.  The Company is currently
negotiating a revised settlement agreement with Dutchco.

Pelican Casino:  St. Maarten, Netherlands Antilles

     The Company, through its subsidiary Global Pelican, has
operated the Pelican Casino, located on the island of St. Maarten,
since August 1996. The casino sits on the west side of the  island
which is controlled by the Dutch.  The French control the east side
of the island. Daily direct flights leave from major East Coast cities
during the winter months, and the island is a popular destination
for both Americans and Europeans.

     The  Pelican Casino is located in one of the largest time-
share complexes on the island, the Atrium Resort, which has over
700 rooms. The casino occupies 7,000 square feet and features 140
slot  machines,  four black jack tables, four Caribbean Stud tables,
one roulette wheel, and one Let-it-Ride table.

Bull Durham Saloon and Casino:  Black Hawk, Colorado

     The Bull Durham is located approximately one hour from
Denver, Colorado in the town of Black Hawk.  The Company through
its  acquisition of Casinos U.S.A. has operated The Bull Durham
since  1993, soon after limited stakes gambling was legalized in
Black Hawk in 1992. The casino holds a retail liquor license
issued by the State of Colorado, and offers a limited food
service in addition to beverages.

     Presently, the casino occupies approximately 4,700 square
feet and has 114 slot machines and two black jack tables.  In
March 1998, an expansion project commenced that will increase the
gaming space by 2,100 square feet, and allow the casino to offer
26 more slot machines and two more table games.  Unlike its
international properties, Global Casinos owns the building in
which the Bull Durham operates.

     The Bull Durham's customer base consists primarily of day
visitors from Denver.   Gamblers arrive on buses, which are
provided by the major casinos.  Some of the passengers unload as
close as 20 feet from the front door of the Bull Durham. Additionally,
there is a new city bus stop being built adjacent to the casino.

ITEM 3.   LEGAL PROCEEDINGS
          
Securities and Exchange Commission Investigation

     The Company previously reported an ongoing investigation by
the Securities and Exchange Commission (the "Commission"), into
various matters, including certain transaction and securities by
the Company and one of it's former officers and directors.  In
1998, the Company entered into a voluntary stipulated cease and
desist order with the Commission pursuant to which the company
agreed, interalia, not to violate any provisions of the federal
securities laws in the future.  As a result of entering into the
voluntary stipulated cease and desist order, investigation by the
Commission has been brought to a conclusion. 

Alaska Bingo Supply

     Subsequent to year end, the State of Alaska on behalf of
various non-profit organizations involved in charitable gaming
brought a lawsuit against the previous shareholders of ABS.
The State alleges that the previous shareholders improperly influenced
the non-profit organizations involved in charitable gaming to execute
leases with ABS that had unreasonably high rates.  The court is asked
to declare the operations of the two bingo halls leased by ABS illegal,
to terminate the leases, and seize the fixtures, furnishings, and moveable
property used at these locations, and order the premises closed for no
less than one year.  The suit names ABS as a defendant in the lawsuit
to the extent of allegations of misconduct by the previous shareholder
during the period when he owned ABS.  The defendants deny any wrongdoing,
and are defending the litigation vigorously.  The stock purchase and sale
agreement of ABS contains a clause indemnifying the Company against any
liability and reasonable attorney's fees associated with defending the
Company.  Management is of the opinion that the lawsuit will not materially
affect the Company's consolidated financial position.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          
     No matters were submitted to a vote of the Company's
shareholders during the quarter ended June 30, 1998.

PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
          
     The  outstanding shares of common stock are traded over-the-
counter and traded on the NASDAQ SmallCap Market under the symbol
"GBCS".  The reported high and low bid and ask prices for the
common stock are shown below for the period from July  1, 1996
through September 30, 1998:


                              Bid              Ask      
                          High     Low     High     Low
                                                         
   1998 Fiscal Year
                                                         
          First Quarter  $ 3.25   $ 2.75  $ 3.50   $ 3.00
          Second Quarter   4.50     3.75    4.87     3.87
          Third Quarter    3.50     2.50    3.62     2.62
          Fourth  Quarter  3.12     2.00    3.25     2.25
    
                                                     
   1997 Fiscal Year
                                                     
          First Quarter   $7.50   $ 3.75  $ 8.13   $ 4.38
         Second Quarter    4.69     3.13    5.00     3.44
          Third Quarter    4.25     2.25    4.75     2.75
         Fourth Quarter    3.63     2.63    3.88     2.88



     The bid and ask prices of the Company's common stock as of
September 30, 1998, were $1.375 and $1.50, respectively, as
reported on NASDAQ.  The prices represented above are bid and ask
prices  which represent prices between broker-dealers and do not
include retail mark-ups and mark-downs or any commissions to the
broker-dealer.   The prices do not reflect prices in actual
transactions.  As of September 30, 1998, there were approximately
900 record owners of the Company's common stock.

     The Company's Board of Directors may declare and pay
dividends on outstanding shares of common stock out of funds
legally available therefor in its sole discretion; however, to
date no dividends  have  been paid and the Company does not
anticipate the payment of dividends in the foreseeable future.
Further, under the terms of the convertible preferred stock
issued by the Company, the Company is restricted from paying cash
dividends on common stock during the period that the convertible
preferred stock is outstanding.  

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS

     Certain statements in this Annual Report on Form 10-KSB
which are not historical facts are forward-looking statements,
such as statements relating to future operating results, existing
and  expected competition, financing and refinancing sources and
availability and plans for future development or expansion
activities and capital expenditures.   Such forward-looking
statements involve a number of risks and uncertainties that may
significantly affect the Company's liquidity and results in the
future  and, accordingly, actual results may differ materially
from those expressed in any forward-looking  statements.  Such
risks and uncertainties include, but are not limited to, those
related to effects of competition, leverage and debt service
financing and refinancing efforts, general economic  conditions,
changes in gaming laws or regulations (including the legalization
of gaming in various jurisdictions) and risks related to development
and construction activities.
      
     The  following discussion and analysis should be read in
conjunction with the consolidated financial statements and notes
thereto appearing elsewhere in this report.

Liquidity And Capital Resources - June 30, 1998 Compared To June 30, 1997

     The independent auditors' report on the Company's June 30,
1998 consolidated financial statements contains an explanatory
paragraph that discusses certain conditions that raise substantial
doubt the Company's ability to continue as a going concern.
The Company has incurred recurring operating losses, incurred a net
loss of approximately $2,289,000 during the year ended  June  30,
1998, and had a working capital  deficiency of approximately
$2,653,000 at June 30,  1998.   In addition, the Company is in
default on various loan agreements and the Company ceased operating
two of its casinos during 1998.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

     The Company has continued its efforts to formulate plans and
strategies to address the Company's financial condition and
increase profitability.  Management continues to negotiate with
creditors of debt that remain in default.  The Company also
continues to explore acquisition opportunities.  Management
believes that these plans will result in increased liquidity and
future profitability.

     The  Company's balance sheet at June 30, 1998 compared to
June 30, 1997 reflects increases in current assets, total assets,
and current liabilities, and a decrease in working capital.
Current assets increased $579,761 to $1,898,478 at June 30,
1998 from $1,318,717 at June 30, 1997.  The increase was comprised
mainly of increases in accounts receivable of $313,975, inventory
of $284,978, prepaid rent of $192,800, and marketable securities
of $12,980.   The increase was offset by decreases in cash,
including restricted cash, of $185,028, current portion of notes
receivable of $75,742, and other current assets of $42,922.  The
increase in current assets was due mainly to the operations of ABS.

     Current liabilities increased $2,508,404 to $4,551,428 at
June 30, 1998 from $2,043,024 at June 30, 1997.  This increase
was comprised of increases in accounts payable of $355,182,
accrued expenses of $385,586, accrued interest of $139,136, notes
payable of $245,000, the current portion of long-term debt of
$1,363,500, and other current liabilities of $40,000.  Mandatory
redeemable preferred stock decreased $20,000.  Of the increase in
current liabilities, 54% was due to the increase in the current
portion of long-term debt.  Other causes of the increase include
the increase in accrued casino license fees in St. Maarten (15%),
the acquisitions of ABS and DMS (13%), the issuance of a note
payable (10%), and the increase in accrued interest (6%).  The
remaining 2% increase in current liabilities is due to professional
fees incurred in negotiating the settlement of Casino Masquerade.

     As a result of current liabilities increasing at a greater
rate than current assets, the Company's working capital deficiency
increased $1,928,643 to $2,652,950 at June 30, 1998 compared to
$724,307 at June 30,1997.  The current ratio decreased from .65 to .42.
The Company is striving to improve working capital by renegotiating the
terms of various debt, attempting to reach a successful negotiation of the
settlement of Casino Masquerade, and acquiring businesses that will
contribute to consolidated operations.

     The Company's net investment in land, buildings and equipment
decreased $218,043 to $5,151,268 at June 30, 1998 from $5,369,311
at June 30, 1997.  The Company purchased approximately $598,000 in
fixed assets and acquired approximately $249,000 with the acquisition
of ABS during fiscal year 1998.   This increase was offset primarily
by $115,000 in Casino Las Vegas assets transferred to the Company's
IJV partner, approximately $350,000 loss on the disposition of
equipment, and $568,321 in depreciation expense.

     Other assets increased $2,531,639 to $5,012,160 at June 30,
1998 from $2,480,521 at June 30, 1997.  The majority of this
increase was due to $1,770,958 in leasehold rights and $2,164,504
in goodwill acquired in the acquisition of ABS.  Offsetting the
increase was $485,212 in amortization expense.  In addition,
management determined that events and conditions related to the
Casino Masquerade operations indicated that certain leasehold and
contract rights were impaired.  As a result, the Company recognized
an impairment loss of $746,500 during the quarter ended June 30, 1998.
The remaining offset is attributable mainly to the transfer of the
Company's interest in Casino Las Vegas to its IJV partner.

     Long-term  debt less the current portion decreased $840,428
to $3,212,472 at June 30, 1998 from $4,052,900 at June 30, 1997.
This decrease is mainly due to classifying various debt as current.

     Stockholder's equity increased $1,249,692 to $4,285,950 at
June 30, 1998 from $3,036,258 at June 30, 1997.  The increase is
due primarily to the conversion of $3,403,291 of debt issued in
the acquisition of ABS to Class B preferred stock; the issuance
of $187,500 of common stock for cash; the conversion of $94,099
of accounts payable and debt converted to common stock; and the
issuance of $30,000 of common stock for services. The increase
is offset by the redemption of Class B preferred stock of $111,510,
and the net loss available to common stockholders of $2,353,688.

     Cash provided by operating activities increased $132,228 to
$410,947 for the year ended June 30, 1998 compared to $278,719 
for the year ended June 30, 1997.  The majority of the increase
is due to operating liabilities increasing at a greater rate than
operating assets at June  30, 1998 and in comparison to June 30, 1997.

     Net cash used by investing activities decreased $75,057 to
$960,113 for the year ended June 30, 1998 compared to $1,035,170
for the year ended June 30, 1997.  The decrease is due mainly to
the decrease in the distribution to minority interest of $153,421
in 1997 compared to no distribution in 1998.  The decrease was
offset by the Company purchasing $54,250 more equipment in
1998 compared to 1997.   In addition, the Company purchased
approximately $28,000 in marketable securities in 1998 compared
to no such purchases in 1997.

     Net cash provided by financing activities decreased $693,760
to  $223,688 for the year ended June 30, 1998 compared with
$917,448 for the year ended June 30, 1997.  The decrease is due
mainly to the Company borrowing approximately $661,140 less in
1997 than in 1998.  In addition, the Company paid down more debt
and redeemed more stock in 1998 than in 1997.  Specifically, the
Company paid $34,443 more in debt, and paid $20,000 towards the
redemption of mandatory redeemable preferred stock and $111,510
towards the redemption of Class B preferred stock.  The Company
also paid $54,166 in dividends on the Class B preferred stock.
These decreases were offset by the issuance of $187,500 in common
stock during 1998.

     Other than the foregoing, management knows of no other
trends, events or uncertainties that have or are reasonably
likely to have a material impact on the Company's short-term or
long-term liquidity.

Results Of Operations - Year Ended June 30, 1998 Compared To Year
                        Ended June 30, 1997

     The results of operations of the Company for the year ended
June 30, 1998 include The Bull Durham, Pelican Casino, and the
corporate offices for the entire year; ABS for eleven months;
Casino Las Vegas for approximately nine months; and DMS for six
months.   Casino Masquerade was operational for eight months out
of the year, and continued to incur general and administrative
expenses through year end.  The results of operations for the
year ended June 30, 1997 include The Bull Durham, Casino
Masquerade, Casino Las Vegas, and the corporate offices for the
entire year; and Pelican Casino for eleven months.  The Company's
foreign operations consist of Casino Las Vegas, Casino Masquerade,
and Pelican  Casino.   The Company's domestic operations consist
of The Bull Durham, ABS, DMS, and the corporate offices.

     Net revenues for the year ended June 30, 1998 were
$11,335,393, and were comprised of casino revenues of $8,077,148;
bingo revenues of $2,955,346; revenues from the sale of food of
$187,174; and other income of $115,725.   Net revenues for the year
ended June 30, 1997, were $9,234,097 comprised of casino revenues
of $8,978,720; food and beverage sales of $195,550; and other revenues
of $59,827.

     Although the Company had fewer casinos operating during
1998 than in 1997, net revenues increased $2,101,296 or 23%.  The
increase is due mainly to the acquisition of ABS in August 1997
and  better management of the casinos.  Net revenues from foreign
operations decreased $1,122,707 to $5,862,745 for the year ended
June 30, 1998 compared to $6,985,452 for the year ended June  30,
1997.  The decrease is due to the closure of Casino Las Vegas and
Casino Masquerade.   Net revenues from domestic operations
increased  $3,224,003 to $5,472,648 for the year ended June 30,
1998 compared  to $2,248,645 for the year ended June 30, 1997.
ABS's revenues for the eleven months ended June  30, 1998 were
$2,967,343, comprising 92% of the increase.

     Total operating expenses increased $3,102,197 to $12,670,205
for the year ended June 30, 1998 compared to $9,568,008 for the
year ended  June 30, 1997, an increase of 32%.  The majority of
the increase, 56%, represents $1,730,049 in cost of sales of ABS
bingo  operations.  Included in operating expense is a loss of
$967,387 resulting from the transfer of the Company's interest
in Casino Las Vegas and the impairment of leasehold rights in
Casino Masquerade.  Depreciation and amortization expense increased
approximately $484,000 in 1998 compared to 1997.   Operating,
general and administrative expenses increased $220,924.  Expenses
increased in general due to the acquisition of ABS and DMS, as well
as Pelican Casino being in operation for twelve  months in 1998
compared to eleven months in 1997.

     Total operating expenses increased 32% compared to an
increase in revenues of 23%.  In addition to the $967,387 loss
incurred in the transfer and impairment of gaming facilities, the
increase in expenses at a greater rate than the increase in
revenues is due to Casino Masquerade being closed for operations
in March 1998 but still incurring operating expenses through
yearend.  Casino Masquerade earned approximately $744,000 in net
revenues for the three months ended June 30, 1997 compared to no
earnings for the three months ended June 30, 1998.  As a result
of the fluctuations in revenues and operating expenses, losses
from  operations increased approximately $1,000,000 to a loss of
$1,334,812 for the year ended June 30, 1998 compared to a loss of
$333,911 for the year ended June 30, 1997.

     Other income (expense),net, increased $273,041 to a loss of
$929,280 for the year ended June 30, 1998 compared to a loss of
$656,239 for the year ended June 30, 1997.  The increase is due
mainly to interest expense increasing $319,530 largely as a
result financing the acquisition of ABS.  The 1998 loss on disposition
of Casino Masquerade equipment was approximately $35,000 less than
the 1997 loss on Global Internet Corporation.  As a result of the
foregoing, losses before reorganization items, minority interest,
and  extraordinary items increased 129% to a loss of $2,264,092
for  the  year ended June 30, 1998 compared to a loss of $990,150
for the year ended June 30, 1997.

     The minority interest in the income of Casino Las Vegas
decreased $147,212 due to the transfer of the Company's interest
in the gaming  facility in April 1998.  In 1997, the Company
reported an extraordinary gain of $1,551,488 that was due largely
to the restructuring and/or extinguishment of the creditor claims
filed during the bankruptcy proceedings of Casinos USA.  In 1998,
the Company incurred approximately $65,000 of dividends on Class
B preferred stock, approximately $55,000 of which was paid as of
June 30, 1998.   The Company reported a net loss available to
common stockholders of $2,353,688 for the year ended June  30,
1998 compared to net income of $386,016 for the year ended June
30, 1997.   This translates into a net loss per share of $1.61
based on 1,460,371 weighted average shares outstanding for the
year ended June 30, 1998 compared to net income per share of $.29
based on 1,350,418 weighted average shares outstanding for the
year ended June 30, 1997.

     Other than the foregoing, management knows of no trends, or
other demands, commitments, events or uncertainties that will
result in, or that are reasonably likely to result in, a material
impact on the income and expenses of the Company.

Recently Issued Accounting Pronouncements

    The Financial Accounting Standards Board ("FASB") recently
issued Statement of Financial Accounting Standards ("SFAS")
No. 130, Reporting Comprehensive Income, which establishes
requirements for disclosure of comprehensive income and is
effective for fiscal years beginning after December 15,
1997.  Reclassification of earlier financial statements for
comparative purposes is required.  Management believes that
implementation of SFAS No. 130 will not materially effect
the Company's financial statements.

     In June 1997, the FASB issued SFAS No.131, Disclosures about
Segments of an Enterprise and Related Information, which is
effective for periods beginning after December 15, 1998.  In
February 1998, the FASB issued SFAS No. 132, Employers'
Disclosures about Pensions and other Postretirement
Benefits, which is effective for fiscal years beginning
after December 15, 1997.  Both of these statements require
disclosure only and therefore will not impact the Company's
financial statements.

     In June 1998, the FASB issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, which is
effective for all fiscal quarters of fiscal years beginning
after June 15, 1999.  Currently, the Company does not have
any derivative financial instruments and does not
participate in hedging activities, therefore management
believes SFAS No. 133 will not impact the Company's
financial statements.

Year 2000 Conversion

     The  Company recognizes the need to ensure its operations
will not be adversely impacted by Year 2000 software failures.
Software failures due to processing errors potentially arising
from calculations using the Year 2000 date are a known risk.  The
Company is addressing this risk to the availability and integrity
of financial systems  and the reliability of the operational
systems.  The Company has established processes for evaluating
and managing the risks and cost associated with this problem,
including communicating with suppliers, dealers, and others with
which it does business to coordinate Year 2000 conversion.  The
total cost of compliance and its effect on the Company's future
results of operations is being determined as part of the detailed
conversion planning process.


ITEM 7.   FINANCIAL STATEMENTS
          
     The following financial statements are filed as part of this report:

     1.   Report of Independent Auditors;

     2.   Audited Balance Sheet as of June 30, 1998;

     3.   Audited Statements of Operations for the Years Ended June 30, 1998
          and 1997;

     4.   Audited Statements of Stockholders' Equity for the Years Ended
          June 30, 1998 and 1997;

     5.   Audited Statements of Cash Flows for the Years Ended June
          30, 1998 and 1997; and

     6.   Notes to Financial Statements.

PART III

     Part III, Items 9, 10, 11 and 12, are incorporated herein by
reference from the Registrant's definitive proxy statement relating
to its Annual Meeting of Shareholders which will be filed in an
amendment.



PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
          
     EXHIBITS
     The following Exhibits are filed as part of this Report pursuant
     to Item 601 of Regulation S-B:

     Exhibit No.    Title

     *   1.0        Articles of Amendment to the Articles of
                    Incorporation dated June 22, 1994

     *   3.1        Amended and Restated Articles of
                    Incorporation

     *   3.2        Bylaws

     *   3.3        Certificate of Designations, Preferences, and
                    Rights of Series A Convertible Preferred Stock

     *   4.1        Specimen Certificate of Common Stock

     *   4.2        Specimen Class A Common Stock Purchase
                    Warrant

     *   4.3        Specimen Class B Common Stock Purchase
                    Warrant

     *   4.4        Specimen Class C Common Stock Purchase
                    Warrant

     *   4.5        Warrant Agreement

     *   5.0        Opinion of Neuman & Drennen, LLC regarding
                    the legality of the securities being registered

     *  10.1        Selling Agent Agreement

     *  10.2        The Casino-Global Venture I Joint Venture
                    Agreement

     *  10.3        Assignment of Casino-Global Joint Venture
                    Agreement dated January 31, 1994

     *  10.4        Nonresidential Lease Agreement between
                    Russian-Turkish Joint Venture Partnership with
                    Hotel Lazurnaya and Global Casino Group, Inc.
                    dated September 22, 1993

     *  10.5        Contract by and between Aztec-Talas-Four
                    Star, Inc. and Global Casinos Group, Inc. dated
                    April 12, 1993, and Addendum to Agreement by and
                    between Aztec-Talas-Four Star, Inc., Global
                    Casinos Group, Inc. and Restaurant "Naryn" dated
                    June 29, 1993.

     *  10.6        Agreement and Plan of Reorganization among
                    Silver State Casinos, Inc., Colorado Gaming
                    Properties, Inc. and Morgro Chemical Company,
                    dated September 8, 1993, incorporated by reference
                    from the Company's Current Report on Form 8-K,
                    dated September 20, 1993

     *  10.7        Agreement and Plan of Reorganization among
                    Casinos U.S.A., Lincoln Corporation, Woodbine
                    Corporation and Morgro Chemical Company, dated
                    October 15, 1993, incorporated by reference from
                    the Company's Current Report on Form 8-K, dated
                    November 19, 1993

     *  10.8        Stock Pooling and Voting Agreement,
                    incorporated by reference from the Company's
                    Current Report on Form 8-K, dated November 19,1993

     *  10.9        Employment Agreement, dated September 28,
                    1993, between Morgro Chemical Company and Nathan
                    Katz, incorporated by reference from the Company's
                    Current Report on Form 8-K, dated November 19,1993

     * 10.10        Employment Agreement, dated October 15,
                    1993, between Morgro Chemical Company and William
                    P. Martindale, incorporated by reference from the
                    Company's Current Report on Form 8-K, dated
                    November 19, 1993

     * 10.11        Asset Acquisition Agreement by and among
                    Global Casinos, Inc., Morgro, Inc. and MDO,
                    L.L.C., dated as of February 18, 1994,
                    incorporated by reference from the Company's
                    Current Report on Form 8-K, dated February 18, 1994

     * 10.12        Stock Purchase Agreement, dated March 25, 1994,
                    incorporated by reference from the Company's Current
                    Report on Form 8-K, dated April 29, 1994

     * 10.13        Articles of Incorporation of BPJ Holding
                    N.V., incorporated by reference from the Company's
                    Current Report on Form 8-K, dated April 29, 1994

     * 10.14        Aruba Caribbean Resort and Casino Lease
                    Agreement, dated  January 18, 1993, incorporated
                    by reference from the Company's Current Report on
                    Form 8-K, dated April 29, 1994

     * 10.15        Aruba Gaming Permit issued to Dutch
                    Hotel and Casino Development Corporation,
                    incorporated by reference from the Company's
                    Current Report on Form 8-K, dated April 29, 1994

     * 10.16        Letter Agreement between Astraea
                    Investment Management, L.P. and Global Casinos,
                    Inc. dated May 11, 1994

     * 10.17        Guaranty from Global Casinos, Inc. to Astraea
                    Investment Management, L.P. dated May 19, 1994

     * 10.18        Secured Convertible Promissory Note in
                    favor of Global Casinos, Inc. from Astraea
                    Investment Management, L.P. dated May 19, 1994

     * 10.19        Registration Rights Agreement between
                    Global Casinos, Inc. and Astraea Investment
                    Management, L.P. dated May 11, 1994

     * 10.20        Employment Agreement, dated July 1,1994,
                    between Global Casinos, Inc. and Peter Bloomquist

     **10.21        Letter of Agreement, dated September 16,
                    1994 between Astraea Management Services, L.P.,
                    Casinos U.S.A., Inc. and Global Casinos, Inc.

     **10.23        Letter of Agreement dated June 27, 1995,
                    between Global Casinos, Inc., Global Casinos
                    International, Inc., Global Casinos Group, Inc.,
                    Broho Holding, N.V., and Kenneth D. Brown
                    individually.

     * 10.24        Second Amended Plan of Reorganization of
                    Casinos USA, Inc., and Order Confirming Plan

     * 10.25        Warrant Agreement

         *          Incorporated by reference to the Registrant's
                    Registration Statement on Form SB-2, Registration
                    No. 33-76204, on file with the Commission on
                    August 11, 1994.

        **          Incorporated by reference to the Registrant's
                    Annual Report on Form 10-KSB for year ended
                    June 30, 1994.

       ***          Incorporated by reference to the Registrant's
                    Current Report on Form 8-K dated July 15, 1995.

     REPORTS ON FORM 8-K

     The following reports on Form 8-K were filed during the fourth quarter
     ended June 30, 1998:

     Date           Form   Item                      Financial Statements
     June 11, 1998  8-K    Conversion of Debt to     Pro forma March 31, 1998 
                           Class B Preferred Stock   Balance Sheet
     June 11, 1998  8-K/A  Conversion of Debt to     Pro forma March 31, 1998
                           Class B Preferred Stock   Balance Sheet



              GLOBAL CASINOS, INC. AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEARS ENDED
                     JUNE 30, 1998 AND 1997


                  INDEX TO FINANCIAL STATEMENTS
                                                                   PAGE

Report of Independent Auditors (Gelfond Hochstadt Pangburn & Co.)   F-3

Consolidated Balance Sheet - June 30, 1998                          F-4

Consolidated Statements of Operations - For Years
Ended June 30, 1998 and 1997                                        F-6

Consolidated Statements of Stockholders' Equity - For
Years Ended June 30, 1998 and 1997                                  F-8

Consolidated Statements of Cash Flows - For Years
Ended June 30, 1998 and 1997                                        F-9

Notes to Consolidated Financial Statements                         F-12





                  INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Global Casinos, Inc.

We have audited the accompanying consolidated balance sheet of
Global Casinos, Inc. and subsidiaries as of June 30, 1998, and
the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the two-year
period ended June 30, 1998.  These financial statements are the
responsibility  of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Global Casinos, Inc. and subsidiaries as of June 30,
1998, and the results of their operations and their cash flows
for each of the years in the two-year period ended June 30, 1998,
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that Global Casinos, Inc. will continue as a going concern.  As
more fully described in Note 1, the Company has incurred
recurring operating losses, incurred a net loss of approximately
$2,289,000 during the year ended June 30, 1998, and had a working
capital deficiency of approximately $2,653,000 at June 30, 1998.
In addition, the Company is in default on various loan agreements
and the Company ceased operating two of its casinos during the year
ended June 30, 1998.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.  Management's
plans with regard to these matters are also described in Note 1.
The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may
result from the outcome of this uncertainty.



GELFOND HOCHSTADT PANGBURN & CO.

Denver, Colorado
October 13, 1998




              GLOBAL CASINOS, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                          June 30, 1998


                              ASSETS

Current assets:
  Cash                                                               722,893
  Restricted cash                                                    140,450
  Accounts receivable:
    Trade, net of allowance for doubtful accounts of $26,140         371,602
    Related parties                                                   16,282
  Inventory                                                          284,978
  Prepaid rent                                                       192,800
  Current portion of notes receivable                                 60,623
  Marketable securities                                               12,980
  Other                                                               95,870

    Total current assets                                           1,898,478

Land, buildings and equipment:
  Land                                                               526,550
  Buildings                                                        4,043,870
  Equipment                                                        2,040,944
                                                                   6,611,364
  Accumulated depreciation                                        (1,460,096)

                                                                   5,151,268

Other assets:
  Leasehold rights and interests and contract rights,
   net of amortization of $1,199,095                               2,643,348
  Goodwill, net of amortization of $110,230                        2,054,275
  Notes receivable, net of current portion, including recei          290,340
  Other assets, net of amortization of $23,700                        24,197

                                                                   5,012,160

                                                                  12,061,906


                           (continued)



              GLOBAL CASINOS, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                          June 30, 1998
                           (Continued)
                                

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                     673,381
  Accrued expenses                                                   1,344,466
  Accrued interest, including $40,431 to related parties               294,131
  Note payable                                                         245,000
  Current portion of long-term debt, including debt in default and
   $428,691 to related parties                                       1,920,950
  Mandatory redeemable convertible Class A preferred stock,
  in default                                                            33,500
  Other                                                                 40,000

    Total current liabilities                                        4,551,428

Long-term debt, less current portion                                 3,212,472
Other                                                                   12,056

                                                                     3,224,528

Commitments and contingencies

Stockholders' equity:
  Preferred stock - convertible nonvoting, 
   10,000,000 shares authorized:
     Class A - $2 par value; 109,000 shares issued and outstanding     218,000
     Class B - $.01 par value; 329,178 shares issued and outstanding     3,292
  Common stock - $.05 par value; 50,000,000 shares authorized;
   1,504,344 shares issued and outstanding                              75,217
  Additional paid-in capital                                        12,551,458
  Accumulated deficit                                               (8,562,017)

                                                                     4,285,950

                                                                    12,061,906


                     See accompanying notes.



              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS



                                                     For years ended June 30,
                                                        1998           1997
Revenues:
  Casino                                             $ 8,077,148   $ 8,978,720
  Bingo                                                2,955,346
  Food and beverage                                      187,174       195,550
  Other                                                  115,725        59,827

                                                      11,335,393     9,234,097
Expenses:
  Cost of sales                                        1,730,049
  Operating, general, and administrative               8,919,236     8,698,312
  Depreciation and amortization                        1,053,533       869,696
  Loss on transfer of interest in gaming facility        220,835
  Impairment of gaming facility                          746,552

                                                      12,670,205     9,568,008

Loss from operations                                  (1,334,812)     (333,911)
Other income (expense):
  Interest income                                         34,756        46,743
  Interest expense, including $30,214 and $25,000,
    respectively,to a related party                     (637,094)     (317,564)
  Loss on disposition of equipment                      (349,763)
  Loss on investment, loan and advances to
  Global Internet Corporation                                         (385,418)
  Other income                                            22,821

                                                        (929,280)     (656,239)

Loss before reorganization items, minority interest,
  and extraordinary item                              (2,264,092)     (990,150)
Reorganization items:
  Interest earned on accumulated cash resulting from                    
  Chapter 11 proceedings                                                 7,608
  Professional fees                                                    (11,111)

Loss before minority interest and extraordinary item  (2,264,092)     (993,653)

                           (continued)


              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Continued)


Minority interest in income of subsidiaries              (24,607)     (171,819)

Loss before extraordinary item                        (2,288,699)   (1,165,472)
Extraordinary item:
  Gain from debt restructuring                                       1,551,488

Net income (loss)                                     (2,288,699)      386,016
Dividends on Class B preferred stock                     (64,989)

Net income (loss) available to common stockholders    (2,353,688)      386,016

Earnings (loss) per share - basic and diluted:
  Net loss before extraordinary item                       (1.61)        (0.86)
  Extraordinary item                                          -           1.15

  Net Earnings (loss) per share                            (1.61)         0.29

  Weighted average shares outstanding                  1,460,371     1,350,418
                                

                        See accompanying notes.


<TABLE>
                      GLOBAL CASINOS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     For Years Ended June 30, 1998 and 1997
<CAPTION>
                                                                              Additional
                      Class A Preferred SClass B Preferred Common Stock         Paid-in  Accumulated
                       Shares    Amount   Shares   Amount   Shares    Amount    Capital    Deficit     Total

<C>                   <C>      <C>       <C>       <C>    <C>        <C>     <C>         <C>           <C>
Balance at
July 1, 1996           688,500  1,251,361                 1,283,419  64,171  7,819,454   (6,594,345    2,540,964
Shares issued                                                                                                  
in conversion of                           
  preferred stock                                                                                              
  to common stock     (540,750)  (982,823)                   96,131    4807    978,016                        -
Shares issued in
debt conversion                                              21,261    1063    108,215                   109,278
Net income                                                                                  386,016      386,106

Balances at
June 30,1997           147,750    268,538                 1,400,811  70,041  8,906,008   (6,208,329)   3,036,258
Shares issued
in debt conversion                        340,329   3,403     1,250      62  3,406,073                 3,409,538
Shares issued
for services                                                 32,894   1,645    116,206                   117,851
Shares issued
in conversion of       
  preferred stock                                                                                             
  to common stock      (38,750)   (50,538)                    9,389     469     50,069                        -
Shares issued in
exercision of options                                        60,000   3,000    184,500                   187,500
Redemption of
preferred stock                           (11,151)   (111)                    (111,398)                 (111,509)
Dividends on Class B
preferred stock                                                                             (64,989)     (64,989) 
Net loss                                                                                 (2,288,699)  (2,288,699)

Balances at
June 30, 1998        $109,000 $    218,00 $329,178  $3,292 $1,504,344 $75,217 $12,551,458 $(8,562,017) $4,285,950 


                     See accompanying notes.



              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASHFLOWS


                                                       For years ended June 30,
                                                         1998          1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                      $(2,288,699)   $386,016
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Depreciation and amortization                          1,053,533     869,696
  Provision for uncollectible receivables                   38,888      79,600
  Minority interest                                         24,607     171,819
  Net gain on sales/purchases of securities                (22,822)
  Extraordinary gain from extinguishment of debt                    (1,551,488)
  Loss on investment, loan and advances to Global
  Internet Corporation                                                 385,418
  Stock issued for services                                 30,000
  Transfer of interest in gaming facility                  220,835
  Impairment of gaming facility                            746,552
  Loss on disposition of buildings and equipment           349,763
  Changes in operating assets and liabilities,
  net of effects of acquisitions:
    Restricted cash                                       (140,450)
    Accounts receivable                                   (195,235)     18,840
    Inventory                                                1,697
    Prepaid expenses and other current assets             (158,155)   (109,333)
    Other assets                                            25,091
    Accounts payable                                       407,652    (248,363)
    Accrued expenses and interest                          284,180     276,514
    Other current liabilities                               40,000
    Other liabilities                                       (6,490)
                                                         2,699,646    (107,297)

    Net cash provided by operating activities              410,947     278,719

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                   (597,672)   (543,422)
  Purchases of securities, net of sales                    (27,594)
  Collections on notes receivable                           48,243      53,735
  Acquisition of Alaska Bingo Supply, net of cash
  acquired                                                (383,090)
  Other assets                                                          (8,643)
  Investment, loan and advances to Global Internet
  Corporation                                                         (385,418)
  Proceeds from sale of equipment                                        1,999
  Distribution to minority interest                                   (153,421)

    Net cash used in investing activities                 (960,113) (1,035,170)


                           (continued)



              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Continued)


CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments on long-term debt                    (697,172)   (662,729)
  Issuances of long-term debt                              749,036
  Borrowings against notes payable                         170,000   1,580,177
  Proceeds from issuance of common stock                   187,500
  Redemption of mandatory preferred stock                  (20,000)
  Redemption of Class B preferred stock                   (111,510)
  Payment of dividends on Class B preferred stock          (54,166)

    Net cash provided by financing activities              223,688     917,448

Net (decrease) increase in cash                           (325,478)    160,997
Cash at beginning of year                                1,048,371     887,374

Cash at end of year                                        722,893   1,048,371


Supplemental cash flow information:
  Cash paid for interest                                   458,510     122,717

Supplemental disclosure of non-cash investing and
financing activities:

Debt converted to common stock:
  Mandatory redeemable preferred stock                                  35,000
  Accrued expenses, related parties                                     74,279
  Accounts payable                                          87,849
  Long-term debt                                             6,250

                                                            94,099     109,279 

Debt converted to Class B preferred stock                3,403,291
Class A preferred stock converted to common stock:          50,538
Proceeds of note payable used to purchase note receivable   75,000
Dividends accrued on Class B preferred stock                10,823

                                
                           (continued)


              GLOBAL CASINOS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Continued)


Acquisition of Alaska Bingo Supply:
  Fair value of assets acquired                            592,244
  Intangible assets                                      3,935,463
  Liabilities assumed                                     (134,617)
  Fair value of assets exchanged                        (4,010,000)

  Cash received, net of cash acquired                      383,090

Extinguishment of debt:
  Liabilities released:
    Note payable                                                       101,335
    Accrued interest                                                   164,627
    Net debt relieved in Chapter 11 proceeding                       2,503,114
  Assets relinquished:
    Note receivable and equipment, respectively, net                (1,217,588)

  Extraordinary gain                                                 1,551,488

Property foreclosure:
  Note receivable acquired in Chapter 11 proceeding,
    assigned to creditor as payment on note to creditor               (249,418)
  Reduction in note payable by assignment of note
  receivable acquired in Chapter 11 proceeding                         249,418
     
                                                                            
                                               
                     See accompanying notes.



1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Consolidation
     
     Global Casinos, Inc. (the "Company"), a Utah corporation,
     develops and operates gaming casinos domestically and
     internationally.  At June 30, 1998, the consolidated
     financial statements of the Company include the accounts of
     the following wholly-owned subsidiaries.  All significant
     intercompany accounts and transactions have been eliminated
     in consolidation.

          CASINOS U.S.A., INC. ("Casinos U.S.A."), a Colorado
          corporation, which owns and operates the Bull Durham
          Saloon and Casino ("Bull Durham"), located in the
          limited stakes gaming district in Black Hawk, Colorado.
          
          GLOBAL ALASKA CORPORATION ("Global Alaska"), an
          Alaska corporation, which acquired Alaska Bingo
          Supply, Inc. ("ABS") located in Anchorage, Alaska on
          August 1, 1997. ABS is primarily engaged in the
          distribution of a full line of bingo and bingo- related
          products.  ABS products are sold in Alaska to non-
          profit organizations and municipalities that use the
          products for fund-raising purposes.  ABS also receives
          rent income from the leasing of space to two bingo hall
          operators.  The bingo halls are managed by the holder
          of the Company's Class B preferred shares.
          
          GLOBAL PELICAN N.V. ("Global Pelican"), a St. Maarten
          Limited Liability Company which began operating the
          Pelican Casino located on the island of St. Maarten
          in the Netherlands Antilles on August 1, 1996.  Global
          Pelican operates the casino under a Management and
          Operating Lease Agreement.

          BPJ HOLDINGS N.V. ("BPJ"), a Curacao Limited Liability
          Company, which operated the Casino Masquerade on the
          Caribbean resort island of Aruba through February 1998.
          
          GLOBAL CASINOS INTERNATIONAL, INC. ("Global International"),
          a Delaware corporation, which through an International
          Joint Venture ("IJV") operated Casino Las Vegas in Bishkek,
          Kyrgyzstan. The Company transferred its interest in Casino
          Las Vegas to its IJV partner in April, 1998.

          WOODBINE CORPORATION ("Woodbine"), a South Dakota
          corporation, which operated Lillie's Casino ("Lillie's")
          in Deadwood, South Dakota through June 30, 1995.  Beginning
          in July 1996, Woodbine began leasing this property and
          related equipment to a third party.
          
          DESTINATION MARKETING SERVICES INC. ("DMS"), a Colorado
          corporation, which acquired the net assets of a
          Colorado travel services company in January 1998.
          
     Management's Plans

          The accompanying financial statements have been prepared assuming
     that Global Casinos, Inc. will continue as a going concern.  As
     more fully described in Note 1, the Company has incurred
     recurring operating losses, incurred a net loss of approximately
     $2,289,000 during the year ended June 30, 1998, and had a working
     capital deficiency of approximately $2,653,000 at June 30, 1998.
     In addition, the Company is in default on various loan agreements
     and the Company ceased operating two of its casinos during the year
     ended June 30, 1998.  These conditions raise substantial doubt about
     the Company's ability to continue as a going concern.  Management's
     plans with regard to these matters are also described in Note 1.
     The financial statements do not include any adjustments to reflect
     the possible future effects on the recoverability and classification
     of assets or the amounts and classification of liabilities that may
     result from the outcome of this uncertainty.

     The Company has continued its efforts to formulate plans and
     strategies to address the Company's financial condition and
     increase profitability. Management continues to negotiate
     with creditors of debt that remain in default.  The Company
     also continues to explore acquisition opportunities.
     Management believes that these plans will result in
     increased liquidity and future profitability.

     Use Of Estimates In Financial Statement Preparation

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues
     and expenses during the reporting periods.  It is reasonably
     possible that actual results could differ from those estimates
     and significant changes could occur in the near term.

     Cash

     Cash consists of demand deposits and vault cash used in
     casino operations.  Restricted cash represents cash held
     in an escrow account in connection with the Company's
     negotiations with the government of St. Maarten to obtain
     a casino license as discussed below.

     Inventories

     Inventories primarily consist of bingo supplies and are
     stated at the lower of cost or market.  Cost is determined
     by the average-cost method.

     Revenue Recognition

     In accordance with industry practice, the Company recognizes
     as casino revenues the net win from gaming activities, which
     is the difference between gaming wins and losses.  Sales of
     bingo-related products are recognized as products are
     shipped.  Rental revenue is recognized as it is due,
     according to the lease agreements. Rental revenue for 1998
     was $645,500.

     Recently Issued Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") recently
     issued Statement of Financial Accounting Standards ("SFAS")
     No. 130, Reporting Comprehensive Income, which establishes
     requirements for disclosure of comprehensive income and is
     effective for fiscal years beginning after December 15,
     1997.  Reclassification of earlier financial statements for
     comparative purposes is required.  Management believes that
     implementation of SFAS No. 130 will not materially effect
     the Company's financial statements.

     In June 1997, the FASB issued SFAS No.131, Disclosures about
     Segments of an Enterprise and Related Information, which is
     effective for periods beginning after December 15, 1998.  In
     February 1998, the FASB issued SFAS No. 132, Employers'
     Disclosures about Pensions and other Postretirement
     Benefits, which is effective for fiscal years beginning
     after December 15, 1997.  Both of these statements require
     disclosure only and therefore will not impact the Company's
     financial statements.

     In June 1998, the FASB issued SFAS No. 133, Accounting for
     Derivative Instruments and Hedging Activities, which is
     effective for all fiscal quarters of fiscal years beginning
     after June 15, 1999.  Currently, the Company does not have
     any derivative financial instruments and does not
     participate in hedging activities, therefore management
     believes SFAS No. 133 will not impact the Company's
     financial statements.

     Fair Value of Financial Instruments

     The carrying values of the Company's financial instruments
     classified as current assets and liabilities approximate
     fair values primarily based on recent comparisions made of
     the short maturities of these instruments.  The carrying values
     of notes receivable and long term debt approximate fair values
     because interest on these instruments is similar to returns
     management believes are currently available to the Company for
     instruments with similar risks.

     Leasehold Rights and Interests, Contract Rights and Goodwill

     Leasehold rights and interests, contract rights, and goodwill
     represent the excess of the purchase prices over the net assets
     of the acquired investments in ABS, Casino Masquerade and Casinos
     USA.  The leasehold and contract rights are amortized over
     the ten-year terms of the agreements.  The goodwill is amortized
     over 18 years.  The Company annually assesses the carrying values
     of its leasehold rights and interests, contact rights, and
     goodwill as discussed below.

     Land, Buildings and Equipment

     Land, buildings and equipment are carried at cost.
     Depreciation is computed using the straight-line method over
     the estimated useful lives.  Buildings are depreciated over
     31 years and equipment is depreciated over five to seven
     years.

     The Company performs an annual assessment to determine
     whether there has been an impairment in the carrying values
     of its land, buildings, equipment, leasehold rights and
     interests, contract rights, and goodwill.  In performing this
     assessment, management considers available appraisal
     information, current and projected sales, operating income,
     and annual cash flows on an undiscounted basis.  If
     management determines that an impairment has occurred, an
     impairment loss is recognized, based on the difference
     between the assets' carrying values over the estimated fair
     values.  Based on management's annual assessment, events and
     conditions related to the Casino Masquerade operations,
     discussed below, indicated that leasehold and contract
     rights were impaired.  As a result, the Company recognized
     an impairment loss of $746,552 during the quarter ended June
     30, 1998.  The Company does not believe that any impairments
     have occurred on land, buildings, equipment, or goodwill during 1998.

     Stock-Based Compensation

     SFAS No. 123, Accounting For Stock-Based Compensation,
     defines a fair-value-based method of accounting for stock-
     based employee compensation plans and transactions in which
     an entity issues its equity instruments to acquire goods or
     services from non-employees, and encourages but does not
     require companies to record compensation cost for stock-
     based employee compensation plans at fair value.  The
     Company has chosen to continue to account for stock-based
     compensation using the intrinsic value method prescribed in
     Accounting Principles Board Opinion No. 25, Accounting For
     Stock Issued To Employees and related interpretations.
     Accordingly, compensation cost for stock options is measured
     as the excess, if any, of the quoted market price of the
     Company's stock at the date of the grant over the amount an
     employee must pay to acquire the stock.

     Income Taxes

     Deferred tax assets and liabilities are recognized for the
     future tax consequences attributable to differences between
     the financial statement carrying amounts of existing assets
     and liabilities and their respective tax bases.  Deferred
     tax assets and liabilities are measured using enacted tax
     rates expected to be recovered or settled.  The effect on
     deferred tax assets and liabilities of a change in tax rates
     is recognized in the consolidated statement of operations in
     the period that includes the enactment date.

     Common Stock Split

     On November 18, 1996, the Company effected a one-for-ten
     reverse split of its common stock, thereby decreasing the number
     of issued and outstanding common shares and increasing the par
     value of each share to $.05.  All references in the accompanying
     financial statements to the number of common shares and per share
     amounts have been restated to reflect the stock split.

     Net Income (Loss) Per Share

     During the year ended June 30,1998, the Company adopted SFAS
     No. 128, Earnings Per Share.  This statement replaces the
     presentation of primary earnings or loss per share (EPS)
     with a presentation of basic EPS.  It also requires dual
     presentation of basic and diluted EPS for all entities with
     complex capital structures and requires reconciliation of
     the numerator and denominator of the basic EPS computation
     to the numerator and denominator of the diluted EPS
     computation.  Basic EPS excludes dilution; diluted EPS
     reflects the potential dilution that could occur if
     securities or other contracts to issue common stock were
     exercised or converted into common stock or resulted in the
     issuance of common stock that then shared in the earnings of
     the entity.  The adoption of SFAS No. 128 did not result in
     a change in previously presented EPS for the year ended June
     30,1997.

     Net income (loss) per share of common stock is computed
     based on the weighted average number of common shares
     outstanding during the year.  Convertible preferred stock,
     stock options, stock warrants and convertible promissory
     notes are not considered in the calculation as they would be
     antidilutive in 1998 and 1997.

     Foreign Currency Transactions

     Gaming operations in St. Maarten, Aruba and Kyrgyzstan are
     primarily conducted in U.S. dollars.  As a result, the U.S.
     dollar is considered the functional currency for these
     operations.  Payments for payroll and certain other expenses
     are made in the local currency.  Gains and losses from
     foreign currency transactions are included in determining
     net income (loss), and were immaterial for the years ended
     June 30, 1998 and 1997.

     Risk Considerations

     Trade receivables are primarily due from ABS bingo supply customers.
     ABS grants credit generally without collateral to its customers.
     At June 30, 1998, approximately 13% of trade receivables are
     due from one ABS customer.  Since the date of acquisition,
     approximately 33% of bingo sales were attributed to three
     significant bingo supply customers, and approximately 20% of
     bingo revenues were due from two bingo hall lessees.  Accordingly,
     future operations are dependant upon the Company maintaining its
     relationship with these customers and leasees.  As discussed in
     Note 7, the Company is involved in litigation in which the
     plaintiffs are seeking actions which could have an adverse effect
     on ABS operations.  As a result, the Company's estimates related
     to ABS intangible assets, as well as other estimates, are particulary
     sensitive to future change regarding this matter.

     During 1998, approximately 54% of ABS's bingo supply
     purchases were from a third party supplier.  Management
     believes that other suppliers could provide similar products
     with comparable terms.  A change in suppliers, however, could
     cause delays and possible loss of sales that would affect
     ABS operating results adversely.

     Casino Las Vegas, Casino Masquerade, and the Pelican Casino
     (the "Casinos") are located in Kyrgyzstan (through April
     1998), Aruba, and St. Maarten respectively; therefore, they
     are subject to special considerations and significant risks
     not typically associated with investments in North American
     companies.  These include risks associated with, among
     others, the political, economic and legal environments and
     expropriation matters, and are described further in the
     following paragraphs:

     a.   Political Environment

          The Casinos' results may be adversely affected by
          changes in the political and social conditions in Aruba
          and St. Maarten, and by changes in governmental
          policies with respect to laws and regulations,
          inflationary measures, currency conversion and
          remittance abroad, and rates and methods of taxation,
          among other things.  The political environment in Aruba
          and St. Maarten has been stable for a sustained period
          of time.  As a result, the Company does not anticipate
          significant risks related to Aruba and St. Maarten in
          the immediate future.

     b.   Economic Environment

          The economies in Aruba and St. Maarten differ
          significantly from the economy in the United States in
          many respects, including their structures, levels of
          development and capital reinvestment, growth rates,
          government involvement, resource allocation, employment
          policy, self-sufficiency, rates of inflation and
          balance of payments positions. The economic environment
          in Aruba and St. Maarten has remained stable for a
          sustained period of time.

     c.   Legal Environment

          Ownership and operation of casinos in Aruba and St.
          Maarten are regulated by local authorities.  Each
          jurisdiction maintains its separate regulatory
          environment which requires various licenses, approvals
          and certificates to operate in these jurisdictions.

     d.   Expropriation of Funds

          The Company is currently able to remit funds from its
          operations in Aruba and St. Maarten to the U.S. to meet
          certain intercompany obligations without significant
          local government approvals, restrictions or taxation.
          However, the remittance of funds to the U.S. for other
          means (including profit distribution) would be subject
          to certain restrictions and taxation.  Changes in the
          local legal and economic environments may adversely
          affect the expropriation of funds from the Casinos to
          the U.S.

     Reclassifications

     Certain amounts reported in the 1997 financial statements
     have been reclassified to conform to the 1998 presentation.

2.   CASINOS U.S.A. REORGANIZATION

     In October 1995, Casinos U.S.A. ("Debtor") filed a voluntary
     petition under Chapter 11 of the United States Bankruptcy
     Code, and through December 1996 operated under the
     protection of the Bankruptcy Court.  The Bankruptcy Court
     confirmed the Company's Second Amended Plan of
     Reorganization (the "Plan") on December 18, 1996 which
     became effective February 17, 1997.  The confirmed Plan
     allowed the Debtor to retain its property and assets and
     continue its business.  The Plan's provisions resulted in
     the restructuring and/or extinguishment of creditor claims
     filed during the bankruptcy proceedings and the cancellation
     of a note and interest receivable of approximately
     $1,217,000.  As a result, the Company recognized an
     extraordinary gain on the extinguishment of debt of
     $1,285,765 during the year ended June 30, 1997.
     
     In accordance with the provisions of the Plan, certain
     creditors received warrants that permit the holders thereof
     to purchase from the reorganized Debtor an amount of common
     stock, so that immediately after exercise, the warrant
     holders would own 80% of the common stock of the Debtor.
     The warrants are exercisable at any time from one year after
     the Plan's Effective Date through the earlier of seven years
     after the Effective Date, or when the indebtedness to the
     warrant holders has been paid, but only subsequent to a sale
     of substantially all of the Debtor's assets, merger,
     recapitalization, refinance or other restructuring all of
     which, management is not considering likely.
     
     Beginning March 1998 and extending through February 2005,
     the warrant holders are entitled to call a vote as to
     whether any merger, recapitalization, restructuring,
     refinance, or sale of the assets of the Debtor should be
     made or effectuated.  The warrant holders shall be entitled
     to vote their warrants as though each warrant was one share
     of common stock.  No such vote occurred during 1998.

3.   NOTES RECEIVABLE

     At June 30, 1998, notes receivable consist of the following:

     6.5% note receivable, monthly interest    
     and principal payments of $6,569 until    
     December 2002, at which time the unpaid   
     balance is due; the note is               
     collateralized by a deed of trust on      
     real property, fixtures and
     improvements.                             $    308,463
     
     Non-interest bearing note, originally     
     due December 1995, in default;  the note  
     is collateralized by 20,000 shares of     
     the Company's common stock.                    200,000
     
     Allowance for doubtful collections            (157,500)
                                               
                                                    350,963

     Less current portion                           (60,623)
                                               
                                                   $290,340

     The allowance for doubtful collections is maintained at
     estimated amounts necessary to cover losses on receivables
     based on management's assessment of the borrowers' financial
     condition and the underlying value of collateral.  During
     the years ended June 30, 1998 and 1997, the Company increased
     the allowance for doubtful collections by $27,500 and  $75,000
     respectively.  Management periodically evaluates receivable
     balances to determine if impairments are evident based on
     available information and events.

4.   ACQUISITIONS

     Alaska Bingo Supply, Inc.

     On August 1,1997, the Company acquired 100% of the
     outstanding common stock of ABS.  The acquisition was
     accounted for as a purchase.  The purchase price of
     $4,400,000 consisted of $400,000 cash, and a $4,000,000 8%
     convertible promissory note due in 2004, collateralized by
     shares of ABS' common stock held by the Company.  In order
     to fund this acquisition, the Company borrowed $350,000 from
     third parties and $75,000 from a related party.  The
     promissory notes were due in equal monthly payments from
     January 1998 through April 1998, but were extended through
     February 1999.  The promissory notes to third parties are
     collateralized by a note receivable by the Company.
     Interest on $200,000 of the notes is at 24% and interest on
     the remaining $225,000 (including the related party note) is
     at 12%.

     Effective March 31,1998, the remaining principal balance due
     under the $4,000,000 promissory note of $3,853,290, and
     accrued interest of $15,202, were converted into (i) 340,329
     shares of the Company's Series B Convertible Preferred Stock
     ("Series B Preferred Stock"), having a face value of $10.00
     per share, and (ii) a convertible promissory note in the
     principal amount of $450,000, due in September 2004 at 8%
     (the "Second Note").  Each share of Series B Preferred Stock
     is convertible, at the option of the holder, into one share
     of the Company's common stock (i) one year from the date of
     issue or (ii) upon the effective date of a registration
     statement registering the shares of the Company's common stock
     issuable upon such conversion.  No more than 311,550 shares of
     common stock maybe converted without the approval of the Company's
     shareholders.

     The Company has the option, but not the obligation, to
     redeem all or any portion of the Series B Preferred Stock at
     a redemption price of $10.00 per share.  In 1998, 11,151 shares
     of Series B Preferred Stock were redeemed.  Holders of the Series B
     Preferred Stock are entitled to receive an annual dividend
     payable at the rate of 8% per annum.  The outstanding shares
     of Series B Preferred Stock are non-voting.

     Destination Marketing Services Inc.

     In January 1998, the Company, through DMS, a newly-formed
     subsidiary, acquired certain assets, net of liabilities, of
     a Colorado Springs, Colorado travel services company, in
     exchange for $10,000 cash and a $69,000 10% note payable,
     due in 1999.  This acquisition was accounted for as a
     purchase, and the results of operations of DMS have been
     included in the consolidated results of operations from the
     acquisition date.
     
     The following unaudited proforma consolidated results of
     operations have been prepared as if the acquisitions had
     occurred on July 1, 1997 and 1996:

                                    1998         1997
                                      
     Total revenues              $11,568,598  $11,709,158
     Loss before extraordinary                
     item                         (2,229,623)    (549,748)
     Net income (loss)            (2,229,623)     344,340
                                              
     Loss per share before                    
     extraordinary item               ($1.53)      ($0.86)
     Net income (loss)
     per share                        ($1.53)       $0.29


5.   LONG-TERM DEBT

     At June 30, 1998, long-term debt          
     consists of the following:
                                               
     Unsecured loans, $48,840 to related       
     parties, interest at 10% to 15%, past     
     due and in default or due on demand       $   297,661
     
     Mortgage payable to a third party,        
     collateralized by real estate, interest   
     at 10%, semiannual payments with               35,224
     maturity in 2000
     
     Secured convertible note, collateralized      
     by the Company's equity in certain
     Casinos USA property; interest at 7%,
     reduced from 9% in July 1996, payments
     of interest only due quarterly; principal                      
     and unpaid interest due May 1999;         
     original principal balance of $750,000
     reduced by $249,419 through an assignment
     of its interest in senior secured debt on
     Casinos U.S.A.  The note is convertible
     in whole or in part at the option of the
     holder at any time prior to its maturity
     to common stock at a conversion price of
     $10.00 per share                              500,581
     
     Unsecured convertible notes, $187,500 to  
     related parties, interest at 8%,          
     principal and unpaid interest due         
     October 1998; notes are convertible in    
     whole or in part at the option of the     
     holder at any time beginning in October   
     1998, to common stock at a conversion     
     price of $5.00 per share.  Upon the       
     effective date of a registration
     statement registering the underlying
     shares of common stock, notes will
     automatically convert                         624,000
     
     Mortgages payable to third parties,       
     collateralized by real estate, including  
     $249,419 assigned from the Company to a   
     third party, interest at 7%, monthly      
     payments of $7,329 plus annual payments   
     of 37.5% of available Bull Durham net     
     cash flow, as defined, due in 2004          1,074,499
     
     Secured notes, interest at 10% and 12%,   
     monthly payments of $18,088,              
     collateralized by certain gaming          
     equipment, due through 2000                   134,700
     
     Mortgages payable to third parties,       
     collateralized by real estate, interest   
     at 9.2%, monthly payments of $10,225      
     plus annual payments of 12.5% of          
     available Bull Durham net cash flow,      
     as defined, due in 2004                     1,119,952
     
     Unsecured obligation, non-interest        
     bearing, minimum monthly payments of      
     $6,086, due through November 2004             492,299
     
     Secured notes, $50,850 to related party,  
     bearing interest at 12%, due in   
     installments through February 1999,       
     collateralized by a note receivable           140,850
     
     Unsecured obligation to a related party,  
     bearing interest at 9%, due on demand         141,501

     Unsecured notes to Series B preferred
     shareholder, bearing interest at 8%,
     principal due September 2004                  486,000
     
     Unsecured note, bearing interest at 9%,   
     principal due March 1999, personally      
     guaranteed by a related party                  50,000
     
     Unsecured note, bearing interest at 10%,  
     monthly payments of $3,000, principal     
     reduced by certain accounts receivable    
     uncollected at March 1999, guaranteed by  
     a related party                                36,155
     
                                               
                                                 5,133,422
                                               
     Less current portion, including debt in   
     default                                    (1,920,950)

                                               $ 3,212,472


Scheduled maturities of long-term debt are as follows:

                                     ForYears
                                  Ending June 30,
                                                
                                      1999       1,920,950
                                      2000         480,025
                                      2001          28,591
                                      2002          26,380
                                      2003          28,551
                                      Thereafter 2,648,925
                                                                                  
                                      Total     $5,133,422
                                                
     
     In 1997, the Company negotiated the exchange and/or restructuring
     of $375,001 of certain accounts payable and short-term debt for
     21,261 shares of common stock, as satisfaction of these obligations.
     These transactions resulted in an extraordinary gain from debt
     extinguishment of $265,723

     At June 30, 1998, the Company has a $245,000 note due to a
     financial institution.  The note bears interest at 11.5% through
     April 1999, and then is subject to a variable rate of 3% over
     The Wall Street Journal prime rate of interest through the term
     of the note.  The note is due in installments through Apirl 2001.

     At June 30, 1998, the Company has reserved 176,000 shares of
     common stock for debt conversions.

6.   INCOME TAXES
     
     The Company and its subsidiaries are subject to income taxes
     on income arising in, or derived from the tax jurisdictions
     in which they are domiciled.  BPJ and Global Pelican are
     subject to Aruban and St. Maarten tax provisions which
     provide for utilization of prior years cumulative net
     operating losses to offset current and future taxable
     income.  At June 30, 1998, the Company has net operating
     loss carryforwards related to its Aruban and St. Maarten
     operations of approximately $450,000 and $250,000,
     respectively, available to reduce future taxable income.
     
     Deferred income taxes reflect the net tax effects of
     temporary differences between the carrying amounts of assets
     and liabilities for financial reporting purposes and the
     amounts used for income tax purposes.  Deferred tax assets
     at June 30, 1998 are comprised mainly of net operating loss
     carryforwards of approximately $2,330,000.  The valuation
     allowance was increased by $144,000 during 1998 to reserve
     the deferred tax assets in their entirety.

     The reconciliation between the statutory federal tax rate
     and the effective tax rate as a percentage is as follows:

                                                    
                                          1998      1997
                                                    
     Statutory federal income tax rate     34%       34%
     Effect of net operating loss not     
     utilized                             (34)      (34)
                                           - %       - %


     At June 30, 1998, the Company has available domestic net
     operating loss carryforwards available to reduce future
     taxable income of approximately $6,851,000 expiring in years
     2008 through 2013 as follows:
                   
        Year      
                             
                   
        2008       $    920,000
        2009          1,676,000
        2010          1,217,000
        2011          2,615,000
        2012                 -
        2013            423,000
                   
                   $  6,851,000


7.   COMMITMENTS AND CONTINGENCIES

     Casino Masquerade
     
     Through February 1998, the Company, through its subsidiary
     BPJ Holdings, leased the Casino Masquerade facility in the
     Radisson Aruba Caribbean Resort Hotel and Casino under an
     operating lease that was to expire in December 2002.  Rent
     expense was calculated as $400,000 per year plus 15% of the
     adjusted annual casino win over $4,000,000.  Rent expense
     for the year ended June 30, 1997 was $400,000 and $200,000
     through February 1998.  The casino was closed in March 1998
     due to the lessor closing the hotel for significant repairs
     and improvements.  In connection with the closure, the
     Company wrote off approximately $330,000 in casino fixtures
     and leasehold improvements.
     
     In April 1998, the Company reached a settlement agreement
     with the lessor whereby the lessor agreed to pay $250,000 in
     payroll costs during the closure of the casino; make
     available $500,000 commencing August 1998 in the form of two
     promissory notes of $250,000 bearing interest at 9% and
     payable one year from the date of issuance; and provide
     approximately $1,500,000 towards improvements to the casino.
     In addition, a new ten-year lease agreement was negotiated,
     with base rents escalating from $1,000,000 annually to
     $1,200,000 annually after the first five years of the lease
     term. Rent payments were to commence when the hotel and
     casino reopened, estimated to be January 1999.
     
     Subsequent to year end, however, the Company determined that
     it was unable to obtain funding necessary to meet certain
     provisions of the new lease agreement. Therfore, the Company
     is currently renegotiating the settlement with the lessor.
     Based on those negotiations, the Company reassessed the
     carrying value of the leasehold and contract rights
     associated with the property.  The present value of
     estimated future cash flows associated with the assets is
     considered to be approximately $888,200.  Consequently, the
     Company recognized an impairment loss of $746,552 during the
     year ended June 30, 1998.  The Company's estimates related to
     leasehold and contract rights' associated with this property, as
     well as other estimates, are particularly sensitive to future
     change based on these negotations.
     
     Pelican Casino

     Effective August 1, 1996, the Company, through its
     subsidiary Global Pelican, entered into a cancelable
     Management and Operating Lease Agreement (the "Pelican
     Agreement") with a third party, whereby Global Pelican
     agreed to lease and operate the Pelican Casino, located on
     the island of St. Maarten.  The term of the lease was for
     five years, with options to renew for three additional five-
     year terms.  Lease payments were $30,000 per month for the
     initial lease term beginning in November 1996.  Rent expense
     for the year ended 1997 was $225,000.
     
     The Pelican Agreement provided that Global Pelican would
     also purchase the equipment utilized at the casino for
     $225,000 in exchange for a note payable, subject to the
     third party providing clear title to the equipment.  The
     Pelican Agreement also stated that until the equipment liens
     and encumbrances were released, Global Pelican had the right
     to terminate the Pelican Agreement.  At June 30, 1998, the
     equipment remains subject to liens and encumbrances, and
     Global Pelican has therefore not purchased the equipment.
     
     In July 1997, Global Pelican renegotiated the terms of the
     Pelican Agreement, whereby Global Pelican agreed to pay
     approximately $20,000 per month.  Rent expense for the year
     ended June 30, 1998 was $235,000.  The Company is currently
     renegotiating the lease and equipment purchase with the
     lessor.
     
     Leases and rental operations
     
     Bingo Halls
     
     ABS leases from unrelated third parties two separate
     buildings that have been configured and maintained for use
     as bingo halls.  One lease expires in August 2001, however,
     the Company has the option to extend the lease for two
     additional three-year periods.  The lease payments are based
     on the Anchorage consumer price index.  The other lease
     expires in July 1999, and the Company has the option to
     extend the lease for one additional five-year period.
     Monthly rent payments increase from $13,400 to $14,500 over
     the remaining term of the lease, with rent expense being
     recognized on a straight-line basis.  Bingo hall lease
     expense since the date of acquisition was $409,600.
     
     The Company subleases both premises on a month-to-month
     basis to two charitable groups that operate bingo games at
     the locations.  The operations of these charitable groups
     are managed by a company controlled by the wife of the
     holder of the Company's Class B preferred stock.  Under the
     sublease arrangements, the Company leases furniture and
     bingo equipment to the charitable organizations for use in
     their operations.  The charitable groups purchase bingo
     supplies from the Company for use in their operations.
     
     Office and warehouse facilities
     
     The Company leases its ABS office and warehouse facilities
     and access to a computer system under a noncancellable
     operating lease which expires July 2004.  The Company has
     options to extend the lease for two additional one-year
     periods and lease payments are subject to increases based on
     the Anchorage consumer price index.
     
     The Company leases corporate office space under a
     noncancelable operating lease expiring in September 1999.
     The Company also leases corporate office equipment under
     various operating leases expiring in 1999.  Lease expense
     under these leases was $53,055 and $44,496 for the years
     ended June 30, 1998 and 1997, respectively.
     
     Future minimum lease payments are as follows:
     
        For                            
       years    Office                 
      ending      and      Bingo     
     June 30,  Warehouse   Halls       Total
                                   
       1999    $107,592  $406,740    $514,332
       2000      71,538   237,835     309,373
       2001      59,520   222,480     282,000
       2002      59,520    37,080      96,600
       2003      59,520                59,520
     Thereafter  64,480                64,480

               $422,170  $904,135  $1,326,305
     

     Casino Las Vegas

     Through April 1998, the Company leased the Casino Las Vegas
     facility from the minority joint venture partner ("JVP") in
     the Casino Las Vegas.  Rent expense was included in the
     payment of 50% of the net casino profits to the JVP.  The
     Company transferred its interest in the casino to the JVP in
     April 1998 and recognized a loss of $220,835 in connection
     with the transfer.
     
     SEC and Other Matters

     The Company previously reported an ongoing investigation by
     the Securities and Exchange Commission (the"Commission"),
     into various matters, including certain transactions in
     securities by the Company and one of its former officers and
     directors.  In 1998, the Company entered into a voluntary
     stipulated cease and desist order with the Commission pursuant
     to which the Company agreed, interalia, not to violate any
     provisions of the federal securities laws in the future.  As a
     result of entering into the voluntary stipulated cease and desist
     order, investigation by the Commission has been brought to a conclusion. 
     
     Subsequent to year end, the State of Alaska on behalf of
     various non-profit organizations involved in charitable
     gaming, which include organizations that lease the bingo hall from
     ABS, brought a lawsuit against the previous shareholder of ABS.
     The State alleges that the previous shareholder improperly
     influenced the non-profit organizations involved in charitable
     gaming to execute leases with ABS that had unreasonably high rates.
     The court is asked to declare the operations of the two
     bingo halls leased by ABS illegal, to terminate the leases,
     and seize the fixtures, furnishings, and moveable property
     used at these locations, and order the premises closed for
     no less than one year. The suit names ABS as a defendant in
     the lawsuit to the extent of allegations of misconduct by
     the previous shareholder during the period when he owned ABS.
     The defendants deny any wrongdoing, and are defending
     the litigation vigorously.  The stock purchase and sale
     agreement of ABS contains a clause indemnifying the Company
     against any liability and reasonable attorney's fees
     associated with defending the Company.  Management is of the
     opinion that the lawsuit will not materially affect the
     Company's consolidated financial position.

     Aruban Controller Costs

     The Aruban government provides "Government Controllers" for
     each gaming property operating on the island.  The Aruban
     government recoups the expenses of these controllers through
     a monthly charge per square meter of casino space.  The
     Casino Masquerade and other Aruban casinos are disputing the
     charges.  The Aruban casinos argue that the rate charged by
     the government exceeds the cost of providing the
     controllers.  The Company recorded estimated government
     controller expense of $66,200 in 1997 and $40,180 through
     February 1998 at the same rate paid as of December 31, 1994.
     The cumulative difference in the controller cost, based on
     the rate charged by the government and that accrued by the
     Company, was approximately $236,000 as of February 1998, when
     the casino was closed.  The liability was written off with the
     closure of the casino as it was considered probable that it would
     not be required to be paid.

     St. Maarten License and Controller Cost

     The Pelican Casino is charged a St. Maarten Government
     Controller and a casino license fee of $36,500 per month.
     The Company has accrued $840,000 of license and controller
     expense as of June 30, 1998.  Although the government has
     been assessing the Pelican Casino the monthly fees, Global
     Pelican has not yet been granted a license, which it applied
     for in October 1996.  In July 1997, Global Pelican met with
     government representatives and proposed to pay a one-time
     license issuance fee of $112,000, of which the casino lessor
     has agreed to pay one-half, pay license and controller fees
     accrued through May 31, 1997 of $365,000 over a five-year
     term, and to pay continuing monthly fees from June 1, 1997
     and thereafter.  The Company continues to negotiate this
     matter with the government.

8.   STOCKHOLDERS' EQUITY

     Mandatory Redeemable Convertible Preferred Stock

     At June 30, 1998, 16,750 shares of Series A Mandatory
     Redeemable Convertible Preferred Stock are outstanding.  The
     Series A Convertible Preferred Stock had a mandatory
     redemption date of May 31, 1995, and the Company is
     currently in default.  The Series A Preferred Stock has a
     redemption price of $2.00 per share, subject to adjustment
     for certain events such as splits and dividends.  Holders of
     the Series A Preferred Stock  have the option to convert
     each share of the preferred stock into one-tenth of one
     share of the Company's Common Stock.

     Warrants

     During 1998, the Company issued 50,000 warrants to purchase
     common stock exercisable at $2.50 per share as a loan fee in
     conjunction with the issuance of a $50,000 note.  These warrants
     expire July 2000.  The Company also issued 15,000 warrants to
     purchase common stock exercisable at $3.00 per share in conjunction
     with the issuance of a $150,000 note.  These warrants are exercisable
     the earlier of one year after the effective declaration of the
     registration with the SEC, or June 1999, and expire June 2000.
     
     As part of the settlement agreement of the Casino Masquerade
     lease, the Company issued the lessor 100,000 warrants to purchase
     common stock exercisable at $3.00 per share.  The warrants are
     exercisable the earlier of the effective declaration of the
     registration statement, or April 1999.  The warrants expire April 2004.
     
     In October 1996, in connection with a private placement of
     convertible debt, the Company issued 126,100 Class E Warrants
     exercisable at $6.00, 126,100 Class F Warrants exercisable at
     $7.00, and 126,100 Class G Warrants exercisable at $8.00 per share.
     The Class E, F, and G warrants expire the earlier of 30, 90, and
     120 days, respectively, after a registration statement covering
     the stock underlying the Warrants is declared effective by the
     Securities and Exchange Commission, or in February 1999.
     
     Prior to 1995, the Company issued to an underwriter a
     warrant to purchase 2,813 units, which consist of one share
     of Series A Preferred Stock and one-half Class D Warrant at
     an exercise price of $24.00 per unit.  This warrant expires
     in April 1999.
     
     Options
     
     A total of 190,000 options were issued to two companies
     during 1998 in conjunction with services rendered.  The
     options expire at various times through December 2001, and
     are exercisable at prices ranging from $2.50 to $4.25

 9.  STOCK INCENTIVE PLAN

     The Company has a Stock Incentive Plan (the "Incentive
     Plan"), that allows the Company to grant incentive stock
     options and/or purchase rights (collectively "Rights") to
     officers, employees, former employees and consultants of the
     Company and its subsidiaries.  The Company has reserved
     225,000 shares of common stock for issuance under these
     Plans.  The options expire five years from the date of grant
     or upon termination of employment.

     The following number of stock options associated with these
     Plans is as follows:

                              Stock          Directors     Total
                              Incentive        
                              Plan
                                                       
     Outstanding at June 30,                    
     1996                        81,000        25,000     106,000
     Granted                     10,000        10,000      20,000
     Exercised                       -             -           -
     Forfeited                       -        (10,000)    (10,000)
     Outstanding at June 30,                     
     1997                        91,000        25,000     116,000
     Granted                     80,000        30,000     110,000
     Exercised                  (60,000)           -      (60,000)
     Forfeited                  (76,000)      (20,000)    (96,000)
     Outstanding at June 30,                    
     1998                        35,000        35,000      70,000


     The weighted average exercise prices were:

                Stock         Directors
             Incentive Plan
                             
     1998      $ 5.43         $ 2.86
     1997      $ 5.00         $ 5.00


     The following pro forma net income (loss) and earnings per
     share for 1998 and 1997 would result had the Company's
     compensation cost been determined using the fair value based
     accounting provisions of SFAS No. 123:
     
                               1998           1997
                                          
     Net income (loss)-                  
     reported              $ (2,288,699)   $ 386,016
     Net income (loss)-               
     pro forma             $ (2,578,699)   $ 328,016
                                          
     Earnings (loss)
     per share-reported    $      (1.61)   $    0.29
     Earnings (loss)
     per share-pro forma   $      (1.69)   $    0.24
     

10.  FOREIGN AND DOMESTIC OPERATIONS

     The Company owns, operates, and develops domestic and
     international projects in several geographical areas.  The
     following table sets forth financial information for the
     Company's foreign and domestic operations for the years
     ended June 30, 1998 and 1997:
     
                 Foreign**    Domestic       Total
                   
     1998                            
     Revenue     $5,862,745  $5,472,648  $11,335,393
     Net loss    (1,948,359)   (340,340)  (2,288,699)
     Identifiable
     assets       1,314,186  10,747,720   12,061,906
                                     
     1997                            
     Revenue     $6,985,452  $2,248,645  $ 9,234,097
     Net income      73,667     312,349      386,016
     Identifiable
     assets       2,599,591   6,568,958    9,168,549
                
                                     

**   Foreign operations include Aruba, St. Maarten and Kyrgyzstan
     operations.


11.        SEGMENT INFORMATION

     With the acquisition of ABS in August 1997, the Company
     expanded its operations to two significant lines of
     business, the casino gaming industry and the distribution of
     bingo products.  Following is a tabulation of business
     segment information for the year ended June 30,1998:
     
                    Casino        Bingo     Other       Total
                                                     
     Revenue      $8,303,122   $2,967,343   $64,928  $11,335,393
                                          
     Depreciation
     and
     amortization    532,484      297,164   223,885    1,053,533
     Net loss     (1,896,490)     (25,000) (367,209)  (2,288,699)
     Identifiable                            
     assets        4,948,267      735,591 6,378,048   12,061,906
     Capital                                         
     expenditures    525,569       18,132    53,971      597,672
 
     
12.  GLOBAL INTERNET CORPORATION

     In July 1996, the Company and other investors formed Global
     Internet Corporation ("Global Internet"), to explore
     opportunities related to developing entertainment and gaming
     sites on the Internet.  During the year ended June 30, 1997,
     the Company loaned $325,000 to Global Internet in exchange
     for a 10% promissory note receivable, convertible into
     common shares of Global Internet and due October 31, 1997.
     Management became aware that Internet gaming could impair
     the Company's Colorado state gaming license.  As a result
     of these conditions, in 1997 the Company found it necessary to
     initiate actions to divest itself of its investment in Global Internet.
     
     On May 11, 1997, the Company and First Entertainment Inc.
     ("FEI") entered into an agreement whereby the Company sold
     1,500,000 of the 1,750,000 common shares of Global Internet
     owned by the Company, in exchange for 1,500,000 warrants,
     which would allow the Company to purchase 1,500,000 shares
     of FEI common shares at $1.25 per share for a period of five
     years.  The Company also sold its convertible promissory
     note, advances and interest receivable of $375,000 for
     30,000 shares of FEI Class B Preferred Stock with a face
     value of $12.50 per share, convertible into FEI common
     shares at $1.25 per share.
     
     FEI is a thinly capitalized and thinly traded public entity
     that did not appear to have resources available to continue
     development of Global Internet at June 30, 1997. These
     factors raised concerns about the Company's ability to
     realize its investment in Global Internet.  Management
     determined that it would be appropriate for the Company to
     fully expense its investment and allow for the receivables
     in Global Internet during the quarter ended June 30, 1997.

13.  401(k) SAVING AND PROFIT SHARING PLAN

     On July 1, 1997, the Company started a Retirement Savings
     and Investment Plan (the "401(k) Plan") for the employees of
     the Bull Durham Casino and Alaska Bingo Supply that is
     intended to qualify under Section 401(k) of the Internal
     Revenue Code.  Qualified employees may participate in the
     Company's 401(k) Plan by contributing up to 10% of their
     gross earnings to the plan subject to certain Internal
     Revenue Service restrictions.  The Company matches an amount
     equal to 100% of each participant's contribution to a
     maximum of 5% of their earnings.  Company contributions for
     the year ended June 30, 1998 were $18,610.





                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              GLOBAL CASINOS, INC.



Date:   12/23/98             By:   /s/ Stephen G.Calandrella
                                   Stephen G. Calandrella, President



     Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.


Signature                        Position              Date



/s/ Stephen G. Calandrella   President, Director      12/23/98
Stephen G. Calandrella



/s/ Barbara G.Chacon     Chief Financial Officer,     12/23/98
Barbara G.Chacon        Chief Accounting Officer,



/s/ Clifford C. Thygesen        Director              12/23/98
Clifford C. Thygesen



/s/ Clifford L. Neuman          Director              12/23/98
Clifford L. Neuman



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